Earth-717: X-Men Volume 3
by Over9000Pylons
Summary: An alternate time. An alternate world. The House that Xavier built is split down the middle by the greatest crisis it has ever faced. After adding a tortured young belle and a travelling samurai to the team, the X-Men are brought to their knees by an enemy they never expected. With all of mutantkind on the line, the team is forced to make the ultimate sacrifice to save their world.
1. Grey's Anatomy

Earth-717: X-Men Vol 3

Chapter 1: Grey's Anatomy

Several people were waiting inside of a lavish sitting room. The room was elegantly decorated, with red and orange patterned carpeting, expensive furniture sets and even an open bar. A couple of servants in white uniforms moved about the area, performing duties. The guests were all in formal dress attire, with the men all wearing impeccable black suits.

However, there was also one woman amongst the guests. She was wearing a heavily posh outfit, composed of a long, slender black dress and a heavily patterned golden and silver necklace. Her blonde hair was in a fancy updo, and her hands were covered in leather gloves matching the rest of her garb. The most striking thing about her were her bright, hazel eyes.

The woman took a sip from her wine glass as another servant walked into the room.

"Madame and messieurs. Your table is ready. Monsieur Pierce will see you now."

The servant gestured towards the door through which he entered and bowed his head. The guests all started to walk towards the door, nodding at the servant as they walked past. The woman was the last one in the line, and gave the servant a brief smile, which was returned. The guests filtered through the door and down a short hallway that led to a meeting room.

The meeting room was completely enclosed, with no other entrances and no windows. Various pieces of expensive artwork adorned the walls, with the main, circular table being made of Brazilian mahogany. Six chairs were positioned around the table, each one meticulously placed so that the distance between them was uniform.

A blonde man in a suit that matched his peers was already sitting at the chair that was facing the door. He stood up upon seeing his guests arriving. They all entered the room and moved to their designated places. The blonde woman moved towards the chair across from the blonde man. As his guests took their seats, the blonde man smiled. He then sat back down as multiple servants came into the room carrying platters and bottles.

The blonde man's name was Donald Pierce.

Donald watched as the servants placed the plates of food in front of each person at the table, followed by them pouring more wine into their glasses. Once everyone was served, the servants vacated the room, with the last one closing the door behind him. Donald then looked around the table and slyly smiled.

"Welcome, my friends. It is once again time for our bimonthly meeting. I hope the accommodations are to your liking."

The man to Donald's immediate left spoke up.

"You have always been a good host, Donald."

"Thank you, thank you."

Donald then held up his wine glass. His guests all followed suit.

"To us," said Donald. "To the brave men and women who seek to keep the world safe from those who would endanger us all. To us. The Purifiers."

"To us," chanted the guests. "The Purifiers."

Everyone at the table took a sip from their glass. After they spent some time eating, Donald wiped his mouth with a handkerchief. The blonde woman watched as he set his handkerchief aside before putting his hands together on the table.

"Now, to business," he said, before turning to look at the man on his right. "Mister Fitzroy. What news do you bring on your ventures?"

Fitzroy cleared his throat before speaking.

"All good news, Mister Pierce. My contacts within Roxxon are assuring me that our laundering operations are proceeding as intended. Revenues are up nine percent this quarter."

"Good. And what of the propaganda campaigns?"

The meeting proceeded like this, with Donald asking each person at the table about their particular enterprise within the organization. Sometimes the other guests would also interact with the person currently under questioning. All this time, the blonde woman was paying close attention. Finally, she was the only person to not have been spoken to.

Donald looked directly at her.

"Miss Pryor?"

Madelyne downed the rest of her glass before responding.

"Yes?"

"And what of your responsibilities? What news do you bring of your interactions with Trask Industries?"

Everyone turned to look at Madelyne. For her part, she did not seem even the slightest bit perturbed by the newfound attention, and she kept her eyes on Donald the entire time.

"Conversations with Bolivar Trask have been quite productive," said Madelyne. "Production on the Mark Three Sentinels is scheduled to start soon. Testing phase will likely take several months, which is good because we'll need time to establish a new marketing campaign. Plenty of people will still be shaken from the Tampa incident."

Donald slowly narrowed his eyes as Madelyne spoke.

"I'll be having my first in-person meeting with Doctor Trask in two weeks time. He said that he wants to show me one of his special projects, something that nobody outside the company knows anything about. Clearly he trusts me, or, at the very least, is invested enough in our cause to let me in."

Donald nodded in approval.

"You've done well, Miss Pryor. With new Sentinels, we'll be able to make significant gains. Naturally, I can't trust that Senator Kelly will get anything done with his new Mutant Response Division. He's a reactionary, and if he really believes that a police force can deal with this threat, then he's sadly mistaken. But new Sentinels?"

Donald sat back in his chair.

"There's a solution we can count on."

After the meeting was over, Madelyne and the other guests all left the room. They were escorted out of the club and back to the ground floor of the building. Once she was outside, Madelyne took a moment to look up at the moon in the night sky. She then nodded at one of the men who was leaving the building before walking down the sidewalk.

After a minute, Madelyne arrived at public parking lot. She walked up to her black SUV and pulled the keys out of her pocket. Tapping the unlock button, the front lights of the vehicle flashed on for a brief moment. She then approached the driver's side door and opened it. She got inside the vehicle and closed the door.

Madelyne put the key in the ignition and turned the vehicle on. The engine roared to life, followed by the radio. Madelyne took a moment to look into her rear view mirror and check her lipstick, hair and makeup. As she was doing this, she failed to notice a man slowly emerging from the shadows of the back seat.

The man was covered completely in a black bodysuit with synthetic implants. Modular, lightweight polymer armour lined the limbs, chest and back pieces. His face was hidden behind the mask section, which had no discernible features aside from a glowing, cyan visor. It was thin and rectangular, aside from the middle, which slanted downwards in an upside down triangle shape.

Madelyne set the rear view mirror into place, and finally saw the reflection of the blue visor. She looked over her shoulder and screamed as the Sapphire Weapon reached forward and seized her by the throat.

* * *

"Wake her up."

Water splashed on Madelyne's face and body, startling her back to consciousness. She shook her head and spit water out of her mouth as she frantically tried to get her bearings. She quickly realized that she was tied to a chair, with her arms and legs fastened with some type of durable but lightweight metal cable.

Madelyne saw that she was in a room, but she could not see the walls or any exits. A single light was affixed to the ceiling, shining down directly on her. She grunted and tried to pull at her restraints, but to no avail. Then, a raspy voice sounded out from the shadows.

"Do not waste your energy, Miss Pryor. I can assure you that you are quite restrained."

Madelyne blinked and exhaled as Sinister stepped into the light. She gulped at the sight of him.

"Who . . . . who the hell are you?"

"Mister Sinister."

Madelyne scoffed.

"The hell kinda name is that?"

Sinister pursed his lips and put his hands behind his back. He ignored the question and started pacing in a circle around Madelyne's chair.

"In these circumstances, my identity is nowhere near as interesting as yours, Miss Pryor. Madelyne Pryor. Thirty years old. Wealthy heiress of the Pryor estate, who has not needed to truly work a day in her life. Only child and an unmarried woman with plenty of time at her disposal. One of the highest ranking members of the Purifiers, which is, for all intents and purposes, a terrorist organization dedicated to the subjugation and eradication of mutants all around the globe."

Madelyne took a deep breath and swallowed.

"So what?" she asked. "That's what you want? Little revenge cause you're a freak like the rest of those mutants?"

Sinister stopped in front of Madelyne and turned to face her. He then knelt down in front of her and stared into her eyes. Madelyne was unnerved upon seeing that his eyes were pure red and had no visible pupils, even up close.

"Firstly, Miss Pryor, I am not a mutant."

"Bullshit."

"Secondly, I do not want revenge. As a man of science, I am above such trivial motives. No, with you, I want something very specific."

Madelyne raised an eyebrow.

"What? Money? Information?"

"Your body."

After a second of silence, Madelyne broke out into laughter. Sinister did not seem amused.

"Gotta say, that has to be the most creative way a guy's ever asked me out."

"You misunderstand, Miss Pryor."

Sinister stood up. He then snapped the fingers on his right hand. The Sapphire Weapon stepped into view, pulling an apparatus along with him. It was a metallic rack on wheels, with an unconscious young woman with red hair strapped to it. A shiny helmet with several coloured tubes and wires attached to it adorned her head.

"This is Jean Grey," said Sinister. "Quite possibly the most powerful mutant ever to be born. Her powers are unparalleled, but she would never serve me. I do possess some means of . . . . ensuring compliance, but in her case, suppressing her mind may undo what makes her so special. However . . . . I have recently started work on a new experiment that could remedy my problem."

Sinister reached out and grabbed Madelyne by the chin.

"You, Miss Pryor."

"What are you talking about?"

"You will be my solution. I will take your body and reformat its genetic code so that it matches Miss Grey's. Your anatomy, your essence . . . . all of it will be rewritten. You will receive her powers, and have a program installed after your creation that will ensure your compliance. The only thing that I cannot rewrite are your memories, but that is of little concern."

Sinister then let go of Madelyne's chin and stepped away from her.

"You crazy bastard. You can't do something like that! That's impossible!"

Sinister chuckled as he looked over his shoulder.

"I have been alive for over one hundred and fifty years, Miss Pryor. Do not speak to me of what is impossible."

Sinister then looked at the Weapon.

"Sedate her and prepare them both for the procedure."

The Weapon nodded. Madelyne then gulped as the Weapon turned to look at her. He was holding a syringe in his hand.

* * *

"Initiate P. Project, C. Trial."

Madelyne, now naked, was trapped inside of a two metre tall, cylindrical, vertical yellow tank. The front end was made of a thick, transparent plastic. Struggling to maintain consciousness despite the amount of sedative drugs swirling through her system, Madelyne started to pound on the plastic wall, desperate to escape.

She could see Sinister standing nearby, watching her with a wide grin on his face. Then, a foggy yellow mist started to fill up the air in the tank from the ground up. Madelyne screamed in terror as she clawed at her containment tank. She then watched in horror as her skin started to melt. She felt herself gargling on her own melting flesh as everything faded to nothingness.

* * *

"Go."

Sinister was sitting inside of an observation room. It was attached to the same room in which he had left Madelyne tied up in a chair when he first captured her. One of the walls was a one-way mirror, allowing him to look inside of the adjacent room. In the centre of the room, under the lone light affixed to the ceiling, was a bulbous, sickly, yellow sac, about a metre in diameter.

Strands of thick, glistening webbing of the same colour covered it, attaching it to the floor in numerous locations. Multiple tubes implanted in the ceiling sprayed a white mist on the sac, as per Sinister's design. The mist was created to trigger the final transformation of the chrysalis process. Sinister folded his arms and eagerly watched.

The sac started gestating, and eventually began to crease. Splitting open, it emanated a large amount of grey dust and spores upward into the room. A single, fleshy, beige mass, covered in slime and mucus, started to pull itself out of the split in the sac. After a few seconds of struggle, it released itself, pushing into view.

It had long, red hair.

The mass had the shape of a female human, with its naked breasts and stomach in full view. Gelatinous fluid crept down its skin, giving it a kind of unnatural glow. Sticking out its arms, it then pulled a flab of skin off of the place where its face was, revealing itself.

It had green eyes.

* * *

"The self-destruct sequence has been activated. Repeat. The self-destruct sequence has been activated. This sequence may not be aborted. All employees proceed to emergency evacuation areas immediately."

As the alarm sounded across the Genesis Camp, an explosion from the outside battle rocked one of the laboratories. The explosion knocked over some of the specimen tanks, including the one that was keeping Madelyne inside. She was unconscious, and was once again clothed, although she had not been awakened since she went through the transformation.

Her body was now completely different. Her hair, her eyes, and her facial structure had all been modified, so that she was now exactly what Jean Grey would be when she was Madelyne's age. As the tank containing Madelyne fell, it smashed into a table that was full of beakers and flasks containing various chemicals.

As the chemicals poured through cracks in the metal tank and seeped into Madelyne's skin, her body melted into a grey, viscous mass. A few minutes later, the self destruct sequence activated, and the entire base went up in flames, incinerating nearly everything inside and around it in a hundred metre radius. However, the heavily durable specimen tank mostly shielded the grey liquid from the explosion, with the outside of it being heavily charred.

As the fires raged, the grey liquid started to move. At first it was only ripples, but then, a humanoid form started to take shape. The grey liquid eventually formed into an appendage with a sharp spike at the end, which stabbed at the containment tank. Tearing it open, the appendage then reformed into an arm with a human hand.

It took several minutes, but eventually, Madelyne had learned to control her newfound power. She reformed all of the liquid and made it solidify. She looked around at the fires burning around her as she was reborn. She looked down at her gloved hands, and then at her clothes, which were now automatically formed out of the same liquid that made up her flesh.

As Madelyne took a couple steps, she saw something out of the corner of her eye. Turning around, she saw that some of the plastic from the containment tank was still intact. In it, she could see a faint reflection of herself.

"Oh, God."

She had a long, slender black dress, with a heavily patterned golden and silver necklace. Her red hair was in a fancy updo, and her hands were covered in leather gloves matching the rest of her garb.

The most striking thing about her were her bright, emerald eyes.


	2. Going Rogue

Earth-717: X-Men Vol 3

Chapter 2: Going Rogue

"Rogue!"

Rogue ignored the cries of her mother as she ran through the city streets. She knew that her mother could make herself look like any person on the busy sidewalk, but it didn't matter to her. All that mattered to Rogue at that moment was getting as far away from her mother as possible. All that mattered was running away, and never looking back.

 _"Use your power. That's what it's for."_

A couple of tears flew out of Rogue's eyes as she continued to sprint down the street. She was moving blindly, for she truly did not know where she was. She shoved several pedestrians out of her way, causing many people to look at her with scowls. But their opinions didn't matter to her. All that mattered was staying on the move.

 _"Go on, honey. Do it."_

While normally Rogue would try to avoid touching people if possible, all of her instincts were being overridden by the desperate nature of her situation. She shoved another man out of her way as she continued her mad dash through the unknown metropolis. She just kept in her mind that she was wearing her gloves, and that as long as she kept them on, she wouldn't be able to hurt anyone else.

 _"He deserves it."_

Bursting through a small crowd on a street corner, Rogue rushed out onto the street without even thinking to check her surroundings. She then heard the sound of a loud horn, and quickly realized that a truck was about to collide with her. Gasping, Rogue then leaped out of the way, barely moving out of the truck's path in time as the driver slammed on his brakes.

"Are you crazy?!"

Rogue shook her head as she scrambled to her feet.

"I'm sorry," she said. "I'm sorry!"

Without a backwards glance, Rogue continued to run. For what seemed like hours, she ran without stopping and without direction. Eventually, the adrenaline finally drained from her system, and she collapsed from exhaustion. Her face slammed against the pavement, and her breathing slowed as she fought to stay conscious.

 _"Don't let go."_

Rogue shouted as she thought she heard her mother's voice. She jumped up and then toppled over herself, winding up back on her hands and knees. Taking a couple deep breaths, she then reminded herself that her mother's voice was only in her mind right now. There was no way that she could have followed her this far.

She hoped there was no way that she could have followed her this far.

"Hey."

"Huh?"  
Rogue looked up to see a middle aged man standing in front of her. He had a look of concern on his face.

"Miss, are you alright?" he asked, with a faint chuckle. "I saw you fall on your face there. You need some help?"

The man held out a hand. After a second of silence, Rogue then shouted and rapidly backed away.

"Stay away from me! Don'tcha ever come near me, ya hear?!"

The man blinked and looked utterly confused. Without another word, Rogue took off in the opposite direction, seemingly rejuvenated. She only made it another block before once again she was out of breath. Stumbling about, her body slammed against a mesh fence that denoted the edge of a public park.

Sliding down to her rear, Rogue just took a couple minutes to breathe and reorient her thoughts. Looking around, she then realized that she had made it out of the centre of the busy city and into a residential area. There were numerous houses up and down the street, with only a handful of people on the sidewalks.

Still, Rogue did not know if any of those people could be her mother in disguise. Crawling on all fours, she made her way around the corner of the fence and into an alley behind a convenience store. Once she felt concealed, she started to rummage through some of the containers and debris scattered about. She stopped for a moment upon finding a broken bit of glass, in which she could see her reflection. She sighed as she looked at the white streak in her hair.

While she was looking for anything she may have been able to force herself to eat, she found a handful of coins instead. They were hiding underneath a pile of broken wooden planks. Scraping the coins off the floor, she then started counting them. Relieved at having found so many, she then held the coins together with both hands and closed her eyes for a couple minutes.

After stuffing the coins in her pocket and brushing off her short, brown, leather jacket, Rogue walked out of the alley. Coughing into her hand, she then made her way to the front of the convenience store and pulled the door open. A tiny bell rang as she stepped inside, and a man behind the counter gave her a short wave and a smile.

Rogue nodded at him as she started to look up and down at the various items available. As she found herself drawn to the section with cheaply priced snacks, her ears perked up upon hearing someone speak. She blinked and looked up to see a television hanging from the ceiling. On it, she could see a podium with several people, including a man in a suit whose skin was covered in blue fur.

The news station's caption identified him as 'Doctor Henry McCoy', and showed that he was speaking in Seattle.

"I would like to take this opportunity to properly thank you all for showing such passion and support for my work. With the aid of Project Pegasus, my Energy Field Amplifier will serve as a momentous step forward for clean, renewable energy sources that we can count on to take us through the rest of the twenty-first century."

The crowd clapped for a few seconds before he continued.

"It has only been one short month since the end of an alien invasion that changed the world as we know it. Twenty two million people lost their lives in the five days that Earth was subjugated by a hostile alien force. Not a single person on this planet was not somehow affected by this event. Yet already, we have made great gains as we rebuild. That spirit, the spirit of progress, of change, and of the promise of a better future, is what drives us forward."

The crowed clapped again. Rogue scratched the side of her head as she grabbed a couple bags of chips and pretzels off of the rack. She then walked up to the counter and set them down. The man behind the counter took each bag and scanned it.

"Just these?"

"Uh, yeah. Yeah."

"Four fifty, please."

Rogue started to count out the coins in her hand. As she was about to hand the amount to the man, she found her eyes drawn back up to the television.

"And of course, none of this would be possible without your support," said Hank. "There has been a clear and tremendous shift in thinking to allow myself, a mutant, to stand here today in front of you all. Instead of being met with fear, I am met with compassion. I hope that all of my mutant brothers and sisters will soon be able to share the same luxury."

Rogue frowned as she listened.

"I want to extend my gratitude to Professor Charles Xavier and Doctor Moira MacTaggert. Without the support of their Institute for the Gifted in Boston, Massachusetts, I may not have had this opportunity. Thank you all."

Rogue blinked and became consumed in her own thoughts for a few seconds. The clerk tilted his head to the side.

"Miss? Is something the matter?"

Rogue gulped.

"Uh . . . . no. I'm awfully sorry, mister, but I ain't gonna take these."

Rogue pushed the bags towards the clerk. She then put the coins back in her pocket and walked out of the store. Putting her hands in her jacket pockets, she then started to walk down the street with her head held high. She had no idea if her new plan was a good idea or not, but it was more of a plan than she had a moment ago.

After searching around town for a while, she finally found a bus terminal. Several buses were stationed nearby, and more were coming and going. She walked into the lobby and looked around, seeing folks of all sorts going about their business. Taking in a deep breath, she then approached the ticket area and looked up at the digital table that showed all of the bus routes.

Rogue sighed with relief upon seeing that one of the buses later on in the day was scheduled to head for Boston. She then approached one of the ticket clerks. He was a rotund man who was sitting on a cushioned stool. He smiled at her as she arrived at his station.

"What can I do for you, ma'am?"

"Good day, sir," said Rogue. "Don't suppose I could get a ticket for the bus headin' out to Boston, now could I?"

"You sure could, little lady," said the clerk, cracking a wide smile. "Ten dollars, please."

"Sure."

Rogue reached into her pocket and pulled out the coins. Her heart sank as she realized that she did not have enough to cover the price. The clerk watched her as she started to cycle the coins around in her palm. Rogue closed her eyes and let out a pained sigh. She looked away from him and bit the inside of her lip.

"Hey."

Rogue blinked and turned back. She saw that the clerk was beckoning her over. He was holding his right hand on the desk, and he used his other hand to point at it. Rogue then placed her hand near his as he slid it back, revealing that he was hiding a ticket under his palm. She lightly gasped as she looked back up at him.

"Just this once," he whispered.

Rogue felt her eyes tear up as she placed her gloved hand on the ticket, covering it. She then closed her fingers around it as she warmly smiled at him.

"Go on," he said.

Rogue left the station and stood in line with the other passengers waiting to board the bus. A woman scanned her ticket as she arrived at the door. The woman nodded at Rogue and gestured for her to go inside. Once she was on the bus, she made her way to a window seat with no one else near it. She then leaned over and placed the side of her head against the window.

As the bus started to leave, Rogue reflected on the whirlwind of emotions that had been flowing through her all day. When she had woken up that morning, she had no idea of how much her life would change, nor where she would be going from here on out. However, she knew for sure that there would be no going back.

* * *

After arriving at the bus terminal in Boston, Rogue once again found herself in a completely unknown environment. She had wondered during the bus trip if this was the correct course of action, but it was far too late to go back now. She then clutched her stomach as hunger pangs reminded her how long it had been since she ate something.

Finally spending some of her coins to purchase a bag of chips from a concession area, Rogue speedily devoured them in less than thirty seconds. After she tossed the empty bag in one of the trash cans, she made her way to a map of the city that was placed on the wall of the lobby. She stared at it for several minutes before realizing that there was no way she would be able to memorize it all.

Sighing, Rogue shook her head before going outside. As she made her way to the outskirts of the city, she started holding out her thumb at the cars that would pass by. Sighing as another car drove by her, she then kicked out at a soda can that was in her way. She continued to stroll down the sidewalk, hanging her head.

She then heard a motorcycle engine die down near her. Rogue opened her eyes and looked to the side to see a man sitting on a parked motorcycle. He had rugged skin and distinctive hair. His muscular arms bulged out from under his shirt. She turned to face him.

"You goin' somewhere?"

Rogue stared at the man for a few seconds before responding.

"Somewhere."

"Wanna be more specific?"

"Maybe. Maybe not."

The man grumbled.

"Suit yourself."

The man then placed his hands back on the handlebars. As he was about to rev up the engine, Rogue spoke up.

"Charles Xavier's Institute. For the uh . . . . Gifted, think it was called."

The man turned back to her.

"You gotta reason you want to go there?"

Rogue sighed.

"I ain't what you'd call uh . . . . look, mister. That's where I'm headin'. You know your way 'round these parts, or should I keep walking?"

The man chuckled as another car drove past.

"Was just asking, darlin'. No need to get upset. I know where Xavier's Institute is. I'm going there too."

Rogue blinked.

"Really?" she asked.

"Yup. Been livin' there for almost two months now. Good place. Good people. And they do good work. If that's where you wanna be, then I don't gotta ask where you come from. So . . . . you got a name, kid?"

Rogue glanced to the side for several seconds as the wind blew through her hair.

"Rogue."

"Rogue, huh? Well, Rogue . . . . you want a lift or not? Up to you."

Rogue rubbed the back of her neck as she once again looked to the side. She stared out at the horizon as she thought about everything that had led her here, and the uncertainty of where she was going to go. Taking another breath, she then started walking up to the man. He adjusted himself so that there was more room on the seat for her.

Rogue clambered onto the motorcycle as the man turned the engine back on. She looked at his back for a couple seconds, but did not reach out to touch it. Sensing her hesitation, the man looked over his shoulder.

"You'll want to hold on, darlin'."

Rogue gulped and breathed in and out a few times.

"Hey," he said. "It's okay."

"You never told me your name," blurted out Rogue.

The man smiled.

"Logan."

"Logan . . . ."

The two were silent for a few more seconds.

"You ready?" he asked.

Rogue returned Logan's smile as she then reached forward and wrapped her arms around his body. Logan nodded before he hit the gas and started driving down the street. Feeling secure for the first time in days, Rogue exhaled as she allowed Logan to take her to the next phase of her life.

* * *

Bolivar Trask was sitting in his suspended, transparent lab, typing away at his computer console. The lab was rather small compared to the room it was attached to, which was a massive, dark chamber that housed Trask's greatest creation. It was a twenty metre tall synthetic, sitting on her chair, looking down at her creator with her unblinking red eyes.

This was Master Mold, an artificial intelligence created by Trask for the official reason of controlling and coordinating Trask Industries' new Sentinel program. Unofficially, she was truly built for the purpose of finding a way to eradicate the mutant race.

"How is your night proceeding, Doctor Trask?"

Master Mold spoke with a monotone, feminine voice that echoed. It was somehow haunting and soothing at the same time. She did not have a visible mouth, which made some people who met her feel uncomfortable. Trask, however, did not mind at all.

"Just looking over some last minute finance reports," said Trask, as he pushed his glasses up the bridge of his nose. "Nothing exciting."

"You know, Doctor Trask, I could always deal with such tedious matters for you. You did design me to assist you in any way I can."

Trask weakly chuckled.

"I can deal with this myself, my dear. I do appreciate the offer, though."

"If you allowed me to take on all of your day-to-day tasks as CEO, it would free up more time for you to enjoy leisure activities. Perhaps you could find someone to spend a nice, quiet evening with."

"I already have you for that."

"I suppose that is true, Doctor Trask."

Trask then turned around as the door to the lab opened behind him. Madelyne walked inside, dragging a man along with her. The man had his hands and legs tied up, and his head was concealed with a black bag. Madelyne tossed the man forward, letting his body slam against the floor. Madelyne then reached down and seized the bag before tearing it off of the man's head.

The man was Donald Pierce. He tried to shout, but his mouth was covered with duct tape.

"As promised," said Madelyne.

"Excellent job, Miss Pryor," said Trask.

Because Trask was a little person, he barely needed to bend down to rip the tape off of Donald's mouth.

"Let me go, you crazy . . . .!"

Madelyne kicked Donald in the back with her right foot. Donald groaned in pain.

"You'll want to be more polite than that, Mister Pierce," said Trask. "I trust you've become reacquainted with Miss Pryor."

"Pryor? The hell are . . . . the only Pryor I know is Madelyne Pryor, and she disappeared almost a whole year ago!"

"Think again, Donald," said Madelyne.

Donald then turned over to look at Madelyne.

"I didn't disappear. I was reborn."

"You're insane, lady," said Donald. "You look nothing like Madelyne Pryor. You don't even have the same face!"

"You're right," she said. "I've lost my face. I've lost my genes. I've lost everything, Donald. Everything that made me who I was. Everything except my memories."

A look of horror slowly started to form on Donald's face as he listened to Madelyne.

"I was forcibly changed. I was the product of a madman who wanted to play God. Turned into a woman I cannot recognize, and I can't change it back. This is the new me. Forever."

"It can't be," said Donald, his voice hollow. "No. No, it can't be."

"It can, Donald. It's me, Madelyne. I know it probably would take more time to convince you, but trust me . . . . it took a hell of a long time to convince myself."

"What happened to you?"

"I found my purpose."

Madelyne then held up her left hand, which transformed into a grey spear. Donald screamed as Madelyne then stabbed downward, piercing his stomach. She giggled as she pulled the spear out and reformed her hand. Trask then looked over towards Master Mold.

"I assume you'll take it from here?" he asked.

"Absolutely, Doctor Trask. Mister Pierce will be fulfilling his new role within our organization in no time at all."


	3. New Home

Earth-717: X-Men Vol 3

Chapter 3: New Home

The room was completely silent, as it always was during a session. The rule had been established ever since Jean had first met Xavier: no speaking was ever allowed during a psychic training session. The only communication that was allowed was via telepathy, and while their voices could not be heard via their ears, they spoke quite loudly in each other's minds.

 _"Focus on the feeling you've described. The essence of it."_

 _"Yes, Professor."_

Xavier and Jean were sitting inside of their study room, facing each other. They were both sitting on the carpeted floor, their legs folded and their eyes closed. An assortment of objects, such as toy blocks, plastic bottles and pens were orbiting the two of them, kept in a continuous pattern by Jean's telekinesis.

Jean had grown adept at maintaining the orbiting while also focusing her psychic connection. It was strenuous work, but it helped her powers develop and grow.

 _"That's it. Show me what has been troubling you."_

Jean took in a deep breath as images started to flash in her mind. Of time she had spent with parents and friends as a child. Of time she had spent as Sinister's captive, when she was forced to watch in horror as that helpless woman was melted inside of a containment tube. Of time she had fought alongside her teammates against an army of alien invaders in the streets of Boston.

Of time she had spent with Scott.

All of the images were tainted by some type of orange light in the background. It was subtle at first, only being faint and around the edges. But after cycling through the images, the orange exploded like a flare, before a piercing shriek was heard in the back of her mind. Jean groaned, but forced herself to keep her mouth closed so as to not accidentally speak out loud.

 _"It's happening more often, Professor. Some kind of . . . . I don't know. Premonition?"_

 _"I saw it. It became more pronounced when you thought of . . . ."_

 _"Scott."_

Xavier and Jean then met each other on the astral plane. They were standing in the black void, with a white star in the background to provide them with light.

 _"You've been thinking of him more often."_

 _"How couldn't I be? He's been gone for so long."_

 _"Have you tried to reach him on the astral plane?"_

 _"No. I promised myself I wouldn't try to force him. That I would . . . . let him choose."_

Jean started to cry.

 _"I miss him. So much."_

 _"I am so sorry, my child. I know what he means to you, and it was my actions that drove him away."_

 _"Do you think we'll ever be able to bring him back? Do you think we can be together again?"_

 _"I don't know. I can only hope."_

Jean scoffed.

 _"Hope. Is that all we have?"_

 _"Sometimes, it's all we need."_

Xavier and Jean stared at each other in silence for a few seconds.

 _"But as for your vision . . . . I have a theory, but only that."_

 _"More than I got."_

 _"You must know, Jean, that if this turns out to be true, it could very well change our entire world. I have no tangible evidence, but . . . ."_

 _"Tell me."_

Xavier took a moment to ready himself.

 _"The colour of the glare. The logo you designed for yourself, the one you said just 'came to you'. The fire that appeared around you when you stopped that nuclear missile from exploding. The codename you selected."_

 _"Phoenix?"_

 _"Many years ago, back when Erik and I were working together, we came across ancient texts in our research into the history of mutants. These texts made reference to a legend that dates back nearly twenty thousand years. Perhaps when the very first mutants ever appeared. The legend was of a cosmic entity that was composed of pure psychic energy. It was supposedly one of the most powerful beings in the universe. It was called . . . . the Phoenix Force."_

Jean gasped.

 _"I have never seen anything to prove that the Phoenix Force actually exists, but I have seen a pattern in what has happened to you. I have been silent about it because I was uncertain, but I cannot ignore it anymore. If the Phoenix Force is real, and somehow, your fate is tied to it . . . . then something may be coming that we cannot even begin to comprehend."_

* * *

"Here's our stop."

Logan pulled into the Institute and drove around the circular driveway. Rogue looked up at the mansion with a mixture of anticipation and apprehension. Logan drove all the way to the front entrance before he slowed the motorcycle down. Coming to a stop, he then allowed Rogue to get off before he followed suit.

Rogue rubbed her right arm with her left hand, but did not step forward. Logan immediately walked towards the double doors, and pushed them open with both hands. She followed after him as he led the way.

"Professor!"

Logan and Rogue found themselves in the foyer of the mansion. The floor was made of wood, with a large X in the centre. There was also a balcony overlooking the foyer, and within a few seconds, a bald man in a wheelchair emerged from one of the upper doors. He looked down at Logan and smiled, before briefly glancing at Rogue with curiosity.

"Logan," said Xavier.

"Hey, Chuck. How's it going?"

"Well enough, thank you. And who do we have here?"

Rogue gulped and put her hands behind her back. Logan then gestured for her to follow him. They headed up the stairs that led to the balcony, before walking up to Xavier.

"Girl I found on the way back. Said she was comin' here anyway."

"Is that right?" asked Xavier, as he looked at Rogue. "And what is your name?"

"Rogue."

Xavier put his hands in his lap.

"My name is Professor Charles Xavier. I run this Institute for the purpose of helping mutants. I am right in asking that you are one of us?"

"Uh . . . . yeah."

Before the conversation could go any further, the voice of another woman came from down the hall.

"Charles?"

Xavier looked over his shoulder as Moira MacTaggert approached. She had her pink hairband on her head as per usual, and was wearing a white blouse with black pants. Rogue's eyes were immediately drawn to the silver metal band on her ring finger that matched the one on Xavier's.

"Moira," said Xavier. "It's good that you're here. I was just introducing myself to our new guest. Rogue, this is Doctor Moira MacTaggert, my partner in running the Institute and also in life."

Moira smiled at Rogue and held out a hand.

"How do you do?"

Rogue's heart skipped a beat as she stared at Moira's hand. She blinked a couple times, but did not reach out. Logan narrowed his eyes as he glanced at Rogue's gloved hands. Moira frowned for a brief moment before retracting her hand. She looked down at Xavier.

 _"Don't worry. Allow me."_

Moira nodded. Xavier then looked forward.

"Logan, why don't you go let the others know you've returned? I'd like for Moira and I to speak to Rogue on our own. Get her acquainted with the Institute."

Logan looked over at Rogue.

"Hey."

Rogue returned his gaze.

"Hope you find what you're lookin' for," he said.

Logan then hopped over the balcony and landed back in the foyer. He then left through one of the other hallways. Rogue then looked back at Xavier.

"Walk with me," he said.

Xavier, Moira and Rogue made their way back down to the foyer and outside the mansion. Xavier led the group around the grounds as they spoke.

"So why don't you tell me why you've sought us out?"

Rogue shrugged and put her hands in her jacket pockets.

"Reckon it seemed like a good idea. Don't have anywhere better to go."

"What of your family?" asked Xavier.

Rogue didn't answer the question, instead looking at the ground.

"Would you be looking to stay permanently?" asked Moira.

"I dunno. Hadn't thought that far ahead, really, but I ain't got anybody else. Still, maybe it ain't really my place to be . . . ."

"You are more than welcome to stay for as long as you need," said Xavier.

Rogue's eyes widened as she looked back up at the Professor, who stopped moving forward.

"You mean that?" she asked, her mouth trembling.

"Every word."

Moira placed her hand on Xavier's shoulder, and the two of them smiled at the young woman before them. Rogue sniffed and wiped the tears off her eyes.

"Bless your heart, Professor. Bless your heart."

* * *

"So you are saying that your project has the ability to provide energy for an entire city at once?"

"That's quite right," answered Beast.

Storm shook her head.

"Incredible."

"Hank has a big brain," said Piotr. "Anyone can do it, he can."

Storm, Piotr and Jean were all huddled around the laptop in one of the living rooms. They were on a video call with Hank, who was still at the Project Pegasus facility in Seattle.

"I certainly appreciate the vote of confidence, my friend," said Beast. "But truly, it was a team effort. I had the help of some of the finest minds that Project Pegasus has to offer, and even then, it was quite difficult. But we never lost sight of our goal."

Jean shook her head.

"He's gonna say some literary quote now, isn't he?"

"We are not now that strength which in old days moved earth and heaven . . . ."

Jean threw up her arms. Storm and Piotr chuckled.

"That which we are, we are," continued Beast. "One equal temper of heroic hearts, made weak by time and fate, but strong in will. To strive, to seek, to find, and not to yield. Alfred, Lord Tennyson."

"Get back to the science stuff, genius," said Jean. "Leave the poetry to . . . . the poets."

"Nice one," said Piotr, giving Jean a thumbs up. "Ten out of ten."

Jean grumbled.

"Shut up!"

"What? I said it was a nice one!"

Storm laughed as Logan walked into the room.

"What's so funny?" he asked.

"Hey, Logan!" called Jean. "We're just talking to Hank."

Logan walked up to the group. He then waved when he saw Hank on the computer screen.

"Hey, Furball. Nice to see ya."

"And you as well. Unfortunately, I have to get back to work. But it was great to catch up with you all."

"Later, Hank!" said Jean. "Come back soon!"

"Farewell," said Storm.

Piotr and Logan both silently waved as the video call ended.

"So," said Logan. "What's for lunch?"

The group made their way to the kitchen, after they all realized that they were indeed hungry. Jean and Piotr started scrounging through the cupboards, while Logan pulled some sandwich ingredients out of the fridge. He unsheathed the claws on his right hand and used them to slice up the meat, cheese and bread.

Storm placed her elbow on Logan's shoulder as he worked.

"I trust that you will be providing a sandwich for me as well?"

Logan smirked at Storm.

"You even need to ask?"

"Quite frankly, I believe I do."

Logan chuckled.

"Don't worry, darlin'. I'll get to yours."

Storm rolled her eyes.

"You treat me so well."

"I never let anyone tell me different."

At that moment, Xavier, Moira and Rogue all entered the kitchen. Storm, Logan, Jean and Piotr all turned to look at them.

"Everyone," said Xavier. "I'd like you all to formally meet our newest arrival. This is Rogue, and she will be staying with us for the foreseeable future. Rogue, this is Jean Grey, Piotr Rasputin, Ororo Munroe, and I believe you're already acquainted with Logan."

Rogue awkwardly waved at the team.

"Hello."

"Wow," said Jean. "New girl! That doesn't happen too often around here."

"Pleased to meet you," said Piotr.

"I certainly hope you find yourself comfortable here. And please, call me Storm."

"Welcome to the club, kid," said Logan.

Rogue blushed.

"Really, ya'll are much too kind. Ya'll don't even know me."

"But we'd like to," said Jean. "It's our job to help mutants, no matter who they are. Say, what's your power?"

"Uh . . . ."

"I have telepathy and telekinesis. You know, mind stuff."

"Weather manipulation."

Logan showed off his claws.

"They hurt. Good thing I can heal too."

Piotr flexed his arms.

"I am invincible!"

The team then eagerly waited for Rogue to respond. She scratched the side of her head as all eyes were on her.

"My powers . . . . well, they ain't somethin' that's easy to show off."

"You can just tell us," said Jean.

"Uh . . . ."

Xavier raised an eyebrow at Rogue as she seemed to struggle to find the words. He could sense her fear and hesitation. He was about to intervene and get her out of the situation when Rogue suddenly spoke up.

"I can absorb and use other people's powers. If I, if I touch them. Temporarily, I mean."

The team members all glanced at each other for a moment.

"Well, that's unique," said Jean.

"Would probably come in handy," said Piotr.

"The wonders of our race never cease to astonish me," said Storm.

Logan stayed silent, but looked at the gloves on Rogue's hands. At that moment, Moira pulled her phone out of her pocket. She sighed as she looked at a notification on it.

"You guys are going to have to take that lunch to go," said Moira. "It's SHIELD. Coulson has something for us."

Logan grumbled. Storm patted him on the shoulder a couple times as conciliation. Rogue turned to look at Moira.

"What's SHIELD?"

"Come on," said Jean, as the rest of the team headed for the foyer. "We'll explain on the way."

"Explain what?"

Jean smirked.

"The other part of our job."


	4. Cyclops and His Amazing Friends

Earth-717: X-Men Vol 3

Chapter 4: Cyclops and His Amazing Friends

In the dead of the night, a cargo liner floated alone in the San Francisco Bay. This ship was the _Czar_ , and was not scheduled to arrive or depart from any port in the area. Most people would not pay much attention to a single ship that was floating about, nor would most people even realize that it was out of place.

But Scott knew better.

Moving as quietly as he could, Scott pulled himself up the side of the ship on a grapple line. Once he reached the railing, he leaped over it and landed on his feet. Crouching close to the floor, he scanned his vision side to side, seeing a man near the far left end of the ship. He was patrolling, and had combat gear and an assault rifle.

Moving behind a nearby crate, Scott waited as the man leisurely strolled along the edge of the ship. When the man was in the right position, Scott pounced up and seized him from behind. Wrapping his arm around the man's neck, Scott squeezed hard as he dragged him to the floor. Scott then slammed the man's head against the railing, knocking him out.

Scott took a quick breath as he placed his finger against his ear.

"This is Cyclops. I'm in."

Bobby's voice filtered in through the ear piece.

"Want us to jump in?"

Scott looked over his shoulder.

"Not yet."

Amanda's voice was the next to filter in.

"Why not? You know it's him! This is the ship he escaped on last time. We've got him!"

"I know he's here," said Scott. "But I don't know how many defenders he has."

Scott pushed the guard over so that he could get a look at him from the front.

"Took down a guard. Looks like the same mercenary detail we ran into back in Peru. Sinister must be getting desperate if he's recycling hired help."

"Of course he is," said Bobby. "We're after him, SHIELD's after him. Hell, even Hydra's after him! He's gotta be feeling the heat."

"He'll be feeling it when I get my hands on him," said Amanda.

"Alright, quiet down, you two," said Scott. "Stay low for now. I'm going in. I'll let you know when I need you."

"Got it," said Bobby.

Bobby and Amanda were sitting inside of a small raft that was floating alongside the _Czar_. Scott had decided to go in first, since he was the most adept at infiltration and hand-to-hand combat without needing to rely on his powers. Bobby and Amanda both switched off their com links as they looked at each other.

While Bobby and Scott were both wearing their modified tactical uniforms based on their outfits from when they were members of the X-Men, Amanda was wearing her yellow bodysuit of her own design. It was specifically created to help her channel her powers. She also wore a set of orange goggles that complimented her long, red hair.

Amanda sighed as she looked to the side, clearly agitated at having to wait. Bobby looked over at her with concern.

"How you holding up?"

Amanda scowled.

"I can't take it," she said. "All this waiting. Chasing. To think we're so close . . . ."

Amanda looked back at Bobby.

"And to think how close we got last time. We had him, Bobby. We had him, we were this close, and he slipped away. He always gets away!"

Bobby shook his head.

"Not this time. He won't."

"You can't promise that."

Bobby was about to respond, but stopped himself and looked down. Amanda frowned and again looked to the side. The two stayed silent for a minute.

"Bobby?"

Bobby looked up at Amanda again. Her face was still turned to the side.

"Would you be willing to put him down? Even if he surrendered?"

Bobby took several seconds to think.

"I don't know," he finally said. "I . . . ."

"You shouldn't have to think about this," said Amanda, her tone growing angrier. "You know what he did. To me. To Scott. To Alex. How many other mutants had to suffer at his hands?!"

"I know, I know. I saw it. I saw the camp. I know what he's done. But . . . . you're talking about murder, Mandy."

Amanda narrowed her eyes.

"I'm talking about justice. About putting that animal in the ground where he belongs."

Amanda sighed as she placed a hand on her forehead.

"Every night, I relive it. The shocks. The needles. The . . . . the acid. All of it just to see what I could survive. No one should have to go through that. No one except him. When I finally catch up to that bastard, I'm gonna make him burn until he has no flesh left to melt."

Bobby gulped.

"Mandy, you're scaring me."

Amanda scoffed.

"You don't know what being scared is."

* * *

Back aboard the _Czar_ , Scott continued to make his way towards the centre of the ship. He sneaked his way past a couple of guards, knowing that if he engaged multiple enemies at once, he would more than likely be detected. While Scott was just as much filled with contempt for Sinister as Amanda, he was also far more patient, and waited for the opportune moment before he entered the interior of the ship.

As Scott made his way towards the bridge of the ship, he thought about how long his hunt for Sinister had lasted. It had been nine months since he had left the Institute and abandoned the rest of the X-Men. While he frequently found his thoughts drifting back to Jean, he also could not allow his love for her to compromise his mission.

Every day, Scott reminded himself of how Xavier had betrayed his trust. Of how Xavier had purposefully infiltrated his mind and suppressed memories of his time as the Ruby Weapon, one of Sinister's most powerful slaves. Of how Sinister had then turned his younger brother, Alex, who Scott had long thought was dead, into the Sapphire Weapon.

Scott had only known the truth about Alex's predicament for mere minutes before he once again fell to his death, this time for good.

Ever since, Scott had been chasing Sinister, who had gone on the run after the destruction of the Genesis Camp. He and Bobby used data stolen from Sinister's hard drive to learn about secret bases that Sinister had around the globe, and they had started hitting them whenever they could. Within a few months, Scott and Bobby also learned that both SHIELD and Hydra were actively trying to capture Sinister, but Scott had promised himself that he would get to him first.

Then, only a month ago, aliens had invaded the planet. Scott and Bobby were in Europe at the time, heading for one of Sinister's last known hideouts in Greece. For five days, the entire world shut down. Then, the Avengers and the Fantastic Four repelled the invasion. When Scott and Bobby made it to the hideout, they met Amanda, who was also hunting for Sinister.

Amanda decided to join Scott's team. She too wanted revenge on Sinister for torturing her and experimenting on her for months on end. However, while Amanda made no secret about her desire to kill Sinister, Scott knew that he had to be the one to do it. He promised himself that no matter what, he would be the one to finally end Sinister's reign of terror. Permanently.

Scott placed his back against the wall near the door that led to the bridge. Focusing his concentration, he could hear the sound of someone speaking from the other side. Peering around the wall, he finally saw the man he was looking for. Sinister was there, and he was speaking via video call to a man whom Scott did not recognize.

"I was told I could speak to Cameron Hodge directly," said Sinister. "I will not be trifled with. Put him through, immediately!"

The man on the video turned to the side upon hearing someone's voice. He then bowed and stepped aside as a blonde man with glasses stepped into view.

"Doctor Essex."

"Mister Hodge."

"I apologize for my reticence," said Cameron. "It's becoming more difficult to know who to trust these days."

"Have I given you any reason to doubt me?" asked Sinister.

"Donald Pierce has gone missing, just like Madelyne Pryor. I believe someone is targeting us specifically, but I don't have any leads. I've had to step in to assume leadership of the Purifiers in Pierce's absence. I don't suppose you have heard about anyone who would be after us?"

Sinister shook his head and placed a hand on his chin.

"Not on my end."

"I think it will be safer if we confer in person. Come to my headquarters in Chicago. We'll talk more about your plan then."

"As you say, Mister Hodge."

The video call ended. Sinister then started typing on a terminal. Scott glared at Sinister from behind, knowing that this was his chance. Taking in a breath, he then placed his finger on the side of his visor, ready to take the shot.

"Intruder!"

Scott gasped as he looked to the side. A mercenary had just turned the corner and spotted him. The mercenary aimed his assault rifle, but Scott was too fast, switching targets and firing a shot at him. The shot was only powerful enough to stun the mercenary, knocking him to the floor. Scott then turned to the side to see Sinister grinning at him.

"Scott."

Sinister held his hand forward and fired an energy blast from it. Scott was struck straight in the chest, blasting him against the wall. Sinister then jammed his fist against a button on one of the bridge's control panels, activating the alarm. Bobby and Amanda both looked up before reactivating their com links.

"Scott!" yelled Bobby. "Scott! What's happening?!"

Scott jumped back to his feet despite the pain. He rushed into the bridge room, but Sinister had already fled and was heading for the forward part of the ship.

"He's here!" said Scott, as he gave chase. "He's headed for the bow! Get up here, now!"

"We're on it!"

Amanda boosted into the air, igniting herself. Bobby started to skate upwards, propelled by his ice powers. Scott leaped over a stairway railing and landed on the floor in the exterior section of the ship. Sinister had already sprinted a few dozen metres ahead of him, and multiple mercenaries now stood in Scott's path.

Scott fired a quick shot at one mercenary, blasting his rifle out of his hands. He then leaped forward, dodging a burst of bullets from another one. Landing an uppercut on the jaw of the first mercenary, Scott then quickly transitioned into a roundhouse kick to take down the second mercenary before he could retaliate.

By now, Amanda and Bobby were closing in, and were firing down at the other mercenaries with energy beams and ice blasts. Scott continued to chase after Sinister, before yelling out at him.

"SINISTER!"

Sinister stopped in his tracks, before turning around to face his pursuer. Scott fired a beam from his visor, but Sinister held up his hand and created an energy shield to absorb the blast. Scott and Sinister then stared at each other.

"Poor Scott. You've been chasing me for a long time. What do you think you'll gain from it?"

Scott fumed.

"Justice," replied Scott.

"Justice? For who? Your dear dead little brother? I took him in. I saved his life. I gave him purpose. You were the one who let him fall from that plane, Scott. And you were the one who dropped him from my ship. If you're looking for vengeance . . . . look in the mirror."

"SHUT UP!"

Scott screamed as he fired another energy beam, but this time, a humanoid form sprinted in front of Sinister to block the attack. The beam bounced off of a golden energy barrier that then faded. Scott blinked as he looked at the humanoid form that was now protecting Sinister.

"No . . . ."

The figure was a woman who was covered completely in a black bodysuit with synthetic implants. Modular, lightweight polymer armour lined the limbs, chest and back pieces. Her face was hidden behind the mask section, which had no discernible features aside from two thin, horizontal, rectangular glowing visors, which were parallel to each other.

Sinister laughed as Scott's jaw dropped.

"Allow me to introduce you to the newest member of the family," said Sinister. "This is Claudine Renko, otherwise known as . . . . the Topaz Weapon."

Sinister then looked at the Weapon.

"Deal with him."

The Weapon silently nodded before facing Scott. She then clenched her fists, causing swirls of yellow energy to form around her hands. She then sprinted towards Scott, and the swirls expanded to surround her entire body. Scott fired a sustained energy beam at the Weapon, but it was not powerful enough to break through her defensive field.

The Weapon punched forward with a charged fist, but Scott dodged to the side. Holding his fists together, he then swung and bashed them against her back. Grunting, the Weapon then backhanded Scott against the face as she turned around. She then fired an energy blast out of the side of her fist, but Scott managed to roll out of the way.

Seeing that Scott was in trouble, Bobby skated over towards him. He formed an ice shield in front of him as he charged directly towards the Weapon. She turned just in time to see the attack coming, and retaliated with a charged punch. The energy from the punch collided with the shield, smashing it to pieces.

"Bobby!"

Amanda boosted forward as Bobby fell to the floor, dazed because of the destruction of his shield. The Weapon was about to attack him again when Scott fired a beam at her back. The Weapon shrieked as Scott's beam seared the armour along her spine. In the moment that she was stunned, Amanda shoulder charged into her chest.

The Weapon tumbled backwards, crashing through a crate because of the force of Amanda's charge. Amanda then helped Bobby to his feet. The three young mutants then turned to face the Weapon as she got back up. Yelling in anger, she then slammed one of her fists against the floor, launching a pulse wave of golden energy.

Bobby threw both of his arms forward, and quickly created a massive ice barrier. Once again the barrier was shattered by the energy blast, but it still was large enough to absorb the pulse. Snarling, Amanda then flew towards the Weapon, firing beams from both hands. The Weapon deflected the beams with her energy field, before reaching out and seizing Amanda by the face.

"MANDY!" shouted Bobby.

The Weapon slammed Amanda against a nearby crate. Scott quickly glanced to the side, seeing that Sinister had taken the time to get on a smaller speedboat that was now preparing to leave.

"He's getting away!" said Scott.

Bobby ignored Scott, instead charging for the Weapon. He fired a sustained ice beam with both hands, striking the Weapon in the chest. The Weapon let go of Amanda as Bobby landed multiple punches on her face.

Scott fired a laser blast at Sinister's speedboat, but was then forced to retreat as multiple mercenaries returned fire with their assault rifles. Sinister chuckled to himself as he then pulled a detonator out of his pocket. He pressed the button, which caused explosive charges deep within the _Czar_ to detonate.

Scott, Bobby and Amanda were all knocked off their feet and temporarily paralysed by the massive explosions that rocked the _Czar_ 's hull. The Weapon then silently disengaged from combat, performing a backflip that catapulted her dozens of metres into the air. She then landed on Sinister's getaway boat in a perfect three point pose.

Scott crawled to the edge of the ship, gritting his teeth as he watched Sinister escape. After half a minute of struggle, Scott pushed himself off the floor and made his way to Bobby and Amanda. Helping them to their feet, he then led the two of them to a lifeboat. The three young mutants managed to get away from the _Czar_ as the flaming wreckage started to sink beneath the waves.

As Amanda snapped out of her daze, she then slapped Bobby across the face.

"Ow!"

"You idiot!" said Amanda. "Sinister was getting away! Scott said so, and instead, you went after me! Now we lost him. Again!"

Bobby raised an eyebrow.

"You're welcome for saving your life!"

"Saving my life isn't as important as ending his!"

Amanda then folded her arms across her chest. Bobby sighed and looked away from her. Scott did his best to stay calm.

"We didn't lose him," said Scott. "Not entirely."

"What do you mean?" asked Amanda.

"I know where he's going," answered Scott. "Chicago. To meet a guy named Cameron Hodge. Even if the meeting place changes, we still have that name. He's running low on allies and on places to hide. We find this Hodge guy, whoever he is . . . . and we'll find Sinister. And, the element of surprise will be gone. We know he has a new Weapon now, but even she won't be able to save him next time."


	5. Ophelia's Castle

Earth-717: X-Men Vol 3

Chapter 5: Ophelia's Castle

The X-Jet raced over the ocean, with Moira in the pilot's chair. As the field team leader, Storm was the one sitting next to her in the passenger seat. Xavier, Jean, Logan and Piotr were all in their respective seats, and the team members had all changed into their X-Men uniforms. Rogue, who did not have time to be properly introduced to the modified SR-71 Blackbird and its procedures, was placed in a seat next to Logan.

The video screen on the jet's control panel activated. It showed the face of Phil Coulson, agent of SHIELD.

"Doctor MacTaggert?"

"Coordinates received, and we're heading there now," said Moira. "Go ahead and give us the briefing, Coulson."

"The coordinates I've sent are for a Hydra facility in Serbia. We've confirmed multiple intelligence reports that they've been consolidating their forces after the invasion."

"Any particular reason you called us?" asked Moira.

"Because we've also confirmed reports that the base's commander is Madame Hydra."

Logan's ears perked up. Everyone except for Rogue blinked and looked intently at Coulson.

"You are certain?" asked Storm.

"As certain as we can be in this business," replied Coulson. "It's her, alright. She's on-site right now, but she might not be there for long. Maria Hill figured that since she was the one who helped Mister Sinister and Senator Kelly with the Mutant Response Division, that the X-Men would want first crack at her."

"Damn straight, we do!" said Jean.

"That woman must be stopped," said Piotr.

"We sincerely appreciate you providing us with this information, Agent Coulson," said Storm. "The X-Men will deal with this threat."

"Acknowledged," said Coulson. "My team will be there shortly. Take down the facility and any Hydra forces you can. If you can capture Madame Hydra herself, all the better."

Storm nodded.

"It will be done."  
"Coulson out."

The video call ended, and the SHIELD logo briefly flashed on the screen. The members of the team glanced at each other, clearly disturbed by the news of their target. Rogue looked back and forth a few times before she held her arms out to her sides.

"Don't suppose any of ya'll wanna fill me in? Who the hell is Madame Hydra? What kinda crazy plane are we even on? Anybody?"

"My apologies, Rogue," said Xavier. "I had certainly hoped to have explained every aspect of the Institute before we ran into a situation like this, but these are extenuating circumstances."

"You're tellin' me!"

"Hey, kid."

Rogue turned to look at Logan.

"We help mutants, but we also sometimes gotta do dirty work. We're the X-Men."

Logan then pointed at Moira.

"Moira, up there? She's an agent of SHIELD. Government agency that works to keep the world safe. We help them out from time to time. Hydra are the bad guys. You know, used to be Nazis, try to take over the world type, and Madame Hydra is one of their worst. As for the plane . . . ."

Logan grunted and shrugged.

"To be honest I don't really know much about it or how it works. But it sure does fly, heh, heh."

Rogue sighed and shook her head.

"This is all a bit overwhelmin'."

"Hey. Look at me."

Rogue returned Logan's gaze.

"You're gonna be alright, you hear me? We'll keep you safe. You don't gotta do nothing yet. But you are gonna see how we X-Men get things done. Alright?"

Rogue took in a deep breath. After a few seconds of hesitation, she responded.

"Alright."

Logan grinned.

"Good."

Storm looked over her shoulder at Logan and Rogue. She saw the trust in Rogue's eyes as Logan spoke to her. Storm smiled before facing forward again.

* * *

Ophelia grumbled as she faced forward again. Troops and aides all around the base were moving as fast as they could, but they were still not fast enough. Hydra had received reports that SHIELD may have learned of their location, and if that were true, then an assault would no doubt be coming very soon.

Ophelia had hoped to have evacuated by now, but too many valuables and personnel needed to be moved, so it was taking longer than expected. While the base had been outfitted with computer systems and an integrated defensive grid, the actual structure was still an old-fashioned castle made of brick and stone, and so moving objects around was not easy.

As Ophelia oversaw the evacuation, Petransky walked up to her.

"Madame?"

Ophelia turned to look at Petransky.

"There's something you need . . . ."

Petransky was interrupted by the sound of a distant explosion. Ophelia and Petransky then both looked up as an alarm sounded across the base. Petransky gulped and rubbed the back of his neck.

". . . . to see."

The sound of a female voice was heard through the loudspeakers across the complex.

"Alert! Alert! All personnel! We are under attack! I repeat, we are under attack! Enemy profiles confirmed as . . . . the X-Men. Activating defensive matrix."

"I'm assuming this is what you were going to show me?" asked Ophelia.

Petransky nervously cleared his throat.

"Y-Yes, ma'am."

Ophelia growled as she stormed into the operations centre. She pushed one of the technicians out of the way as she reached for the microphone.

"This is Madame Hydra! All combat units, engage the X-Men! Hold them back as the evacuation proceeds! If they get through, I'll kill you all myself! DO YOU HEAR ME?! VICTORY OR DEATH! NO SURRENDER!"

Ophelia then turned to Petransky.

"Send a message to Zemo. Let him know what's happening."

Petransky bowed.

"Yes, ma'am."

"And tell the Warden to suit up."

* * *

The outside of the castle was complete chaos. Dozens of Hydra soldiers were spread around the perimeter, outfitted in combat gear. Multiple jeeps and tanks were also joining the fray, firing upwards at the incoming attackers. The castle itself had several automated laser defense cannons attached to its towers.

However, it was clear that the initial push was not going well for Hydra. Piotr charged straight into one of the jeeps, before picking it up with both hands. An entire squad of Hydra soldiers opened fire on Piotr, but his unbreakable skin deflected all of their bullets and lasers. He then heaved the jeep forward, causing the squad to disperse and leap out of the way to avoid being crushed.

Storm soared over Piotr, landing on a small defense outpost. Kicking outward as she landed, she knocked one of the soldiers clean off the roof. She then elbowed another soldier in the face before grabbing a third and throwing him against his ally. Jumping up, Storm then summoned a quick lightning strike, shattering the outpost completely.

Logan sprinted past the crumbling debris, straight towards one of the tanks. Pouncing forward with his claws unsheathed, he landed on top of the tank and started wildly slashing at the metal plating. The hatch opened and a soldier popped out with a shotgun, but Logan sliced the shotgun in half before grabbing the soldier and tossing him into the air.

Jean, who was flying like a bullet, grabbed the soldier by the leg as she flew overhead. She then broke into the dive, dodging multiple cannon blasts from some of the tanks. The soldier yelled as Jean dragged him along the ground before throwing him forward. His body slammed into the side of one of the jeeps, knocking it over completely.

Piotr ran past the jeep as it smashed into a tree. Holding his fists out laterally, he then spun around, bashing away three different soldiers. He then jumped up and dropped his elbow on one of the tanks, crushing it and causing it to explode. Storm flew next to him, and formed a small tornado that picked up the debris from the tank and shot the pieces outward at the other vehicles.

Another tank moved over a ridge, and took aim at Storm and Piotr. Before it could fire, Moira flew the jet behind it and launched a set of cluster missiles. The missiles decimated the tank, and the jet then flew out of the way of retaliatory attacks from two troopers who were carrying rocket launchers. One of them looked to the side and screamed as Logan rushed up to her and slashed her across the chest.

Jean then flew down and picked up the second rocket trooper with both hands. Quickly spinning around, Jean then tossed her sideways, smacking her body against one of the larger trees. Jean then boosted upwards, heading straight for the castle. She dodged laser shots from the defense cannons, before forming a telekinetic barrier around herself.

Jean used her own body to ram one of the cannons, breaking it apart as she struck it with her barrier. She then headed for the castle, before being repelled by a previously unseen energy field.

"Ugh!"

Jean flew backwards upon realizing that she couldn't break through the field.

"Hey, guys! Looks like they've got some kinda energy field! I can't break it!"

"I can!" shouted Piotr.

"I don't think so," said Jean. "It's pure energy. I think we may have to . . . ."

"Allow me!"

Storm launched herself upwards, holding both of her arms towards the heavens. Her eyes turned pure white as she focused her powers, causing several thunderclouds to form together in the sky above the castle. The sound of crackling thunder echoed across the battlefield.

"I summon the forces of the elements! Heed my call, and grant me your power! Enact swift and righteous justice against these most terrible of foes!"

Storm then threw her arms forward, and a torrent of lighting strikes tore through the air. They all crashed against the energy field at once, and were sustained by Storm's power. The sheer volume of energy being exerted was both blinding and deafening, causing everyone in the area to shield their eyes or cover their ears.

Then, after only a few seconds, the energy field overloaded and shut down. Storm relented, and the thunderclouds dissipated as quickly as they had appeared. Storm took several deep breaths and lowered herself to the ground as she recovered from using so much power. As Moira moved the X-Jet into position to fire missiles and laser blasts at the remaining defense cannons, Jean then flew down towards Storm, using her telekinetic powers to knock away the last handful of nearby Hydra troops.

Logan caught Storm, and held her close as she regained her bearings.

"No," said Storm. "I must . . . ."

"Hey," said Logan. "Ya did good. You can take a minute."

Storm exhaled again. Piotr and Jean stood guard as the remaining Hydra defenders started to make their way towards the team. Storm then got back to her feet.

"We got incoming," said Jean.

"We will need to divide our efforts," said Storm. "Wolverine, now that their defensive matrix has been deactivated, I need you to breach the castle directly. Find Madame Hydra if you can."

Logan nodded.

"You got it."

"Phoenix, assist Wolverine in any way you can."

"You sure?" asked Jean.

"Yes. Colossus and I will take care of the rest of the exterior forces."

Jean smirked at Logan.

"Race ya there!"

Jean then blasted off into the sky. Logan grumbled before looking over at Piotr.

"Hey! We gonna do that thing we talked about?"

"Are you serious?" asked Piotr.

"Hell yeah."

Piotr then picked up Logan with his right hand, before holding his arm back. Logan narrowed his eyes as Piotr then threw him forward with all of his strength. Logan yelled as he was catapulted through the air. Holding his claws out in front of him, he smashed through one of the castle's windows, landing right in the operations centre.

The technicians screamed and fled as the guards opened fire. Jean jumped through the window and formed a telekinetic barrier around herself and Logan, deflecting dozens of bullets. As the guards paused for a moment, Jean then let the barrier dissipate, and Logan immediately went on the offensive. He made quick work of the handful of guards in the room, hacking and slashing his way through them.

* * *

"They do this sorta thing on the regular?"

Rogue was now in the passenger seat of the X-Jet, watching as Moira squeezed off another laser shot. She had been observing the entire battle, and her awe at the situation never ceased.

"They do indeed," said Xavier, who was sitting behind Rogue. "We have trained them to hone their control of their powers. Now, as a team, they can go out in the world and use their powers for the betterment of all."

Rogue took in a deep breath as she continued to watch the fighting.

* * *

Storm spun around as she launched another small tornado, which swept up a squad of soldiers and a jeep before scattering them all over the courtyard. While she was fighting off the rest of the troops, Piotr picked up two of the Hydra soldiers and bashed their heads together. As Piotr was about to look over his shoulder, he felt a crushing blow hit him in the back.

"UGH!"

Piotr was knocked forward, and he landed on his face. He then heard the sound of a deep voice that was heavily modified by air filters.

"Turn and face me, mutant scum!"

Grunting as he pushed himself off the ground, Piotr then turned around to see a man in a large, dull green suit that seemed to be a fusion of rubber and metal. He stood two metres tall, with a grey face mask. A giant air tank was strapped to his back, and both of his arms were outfitted with modules. His left hand was wielding a massive, rectangular metal shield, while his right hand had been replaced with a three-pronged metallic claw.

The Warden clenched his claw for a moment as he stared Piotr down.

"You are bigger than your friends," said Piotr, before cracking his knuckles. "Doesn't change that I will knock you down."

The Warden let out a fiendish chuckle as he smacked his shield twice with his claw.

"You can try!"

Piotr scowled as he sprinted directly for the Warden. Holding his right fist back, Piotr then threw it forward, punching the shield directly. He was stunned to find that his fist barely pushed the Warden back. This moment of surprise was all the Warden needed to retaliate with a punch from his claw hand, knocking Piotr backwards.

Staggered, Piotr was in a poor position to defend himself as the Warden then bashed him in the chest with his shield. Recovering faster this time, Piotr then grabbed the shield with both hands. Piotr and the Warden both strained themselves as they pulled away from each other. After several seconds of struggle, the Warden grasped Piotr's wrist with his claw hand.

"Uh oh," said Piotr.

Laughing, the Warden then pulled Piotr's arm off of his shield. Lifting upwards, the Warden then heaved Piotr into the air. He then spun around before slamming Piotr's body against the ground. Piotr clutched his chest in pain. The Warden then lifted his foot, intending to lower it on Piotr's skull. Piotr rolled out of the way just in time to avoid being crushed under the Warden's boot.

The Warden growled as Piotr jumped back to his feet. He then kicked out with his left leg, but the Warden deflected the attack with his shield. The Warden then lunged forward and tried to grab at Piotr with his claw hand, but Piotr sidestepped the attack. Now behind the Warden, Piotr grabbed at the air tank with both hands and squeezed inward.

As the tank's metal was crushed, the Warden shouted out in pain. Piotr then brought down his fist on the Warden's head, bashing his foe to the ground. Piotr then stomped on the Warden's face mask, finally rendering him unconscious.

* * *

"Argh!"

A Hydra soldier was blown over the railing of one of the staircases of the castle by a telekinetic attack from Jean. She then looked up to see Ophelia, Petransky and a handful of soldiers making their way up the stairs. Looking down, Ophelia then pointed at Jean.

"SHOOT HER, YOU IDIOTS!"

The soldiers opened fire with their assault rifles. Jean quickly threw up her telekinetic barrier, repelling the bullets coming her way. Internally, she thanked the Professor for helping her develop the strength of her barrier. Seeing that the bullets weren't hitting their target, Ophelia then yelled before beckoning the troops to follow her.

Logan sprinted past Jean, heading straight for Ophelia. The top of the stairs was connected to a hallway that led to a private aircraft chamber. Running at full speed, Logan got to the top of the stairs, with Jean following behind him. Logan stabbed one of the soldiers in the back with both sets of claws. As the soldier shouted, Ophelia and the rest of her escort turned around.

Without even saying a word, Ophelia drew both of her customized machine pistols and fired. She hit Logan in the chest, and Jean in the shoulder.

"AH!"

"Jean!"

Jean fell to the ground, clutching at her bleeding wound. She cringed as she started to lose consciousness from the shock. Logan stood upright as his gunshot wound started to heal. Ophelia then turned to Petransky.

"Go. Prepare the aircraft. I will deal with them."

Petransky nodded. He and the rest of the Hydra troops ran through the nearby door to the aircraft chamber. Ophelia then put on a villainous smile as she looked back at Logan.

"It's been far too long, liebling. It's about time you finally came back to me."

Logan snarled.

"Keep dreamin', bitch."

Ophelia heartily laughed.

"Don't pretend you didn't enjoy our little romance. Here you are, running back to my side. I think you missed me."

"The only thing I missed was the chance to cut out your heart."

"Come now, Wolverine. We need not fight. After all, I was the only woman who could satisfy your more violent cravings. We could always settle our differences the way we used to. In bed."

Logan slashed his claws against each other. Ophelia scowled.

"Disappointing."

Ophelia then aimed her pistols forward again and opened fire. Logan ran forward and swung his claws in front of him, deflecting some of the bullets. As Logan closed in, Ophelia calmly tossed her pistols to the side before pulling out and turning on a glowing, blue stun baton. She then jammed it forward, striking Logan in the chest.

Logan shouted and Ophelia laughed as the baton electrified him. Ophelia then performed a high kick, hitting Logan in the face. He moved back, still disoriented by the electricity attack. She pressed her advantage, swinging down with the baton and bashing him across the jaw. As he stumbled backwards, she pulled her specialized whip off of her belt.

Before she could use the whip, Logan surprised her by jabbing out with his left claw. She screamed as he pierced her stomach with all three claws. In retaliation, Ophelia cracked her whip forward, slashing it across Logan's chest. The attack sliced open his skin, spurting blood into the air. Logan withdrew his claws, and Ophelia smiled as she touched the wounds in her stomach.

"I hope you're holding back, meine liebe!" said Ophelia, giggling. "Or have you become completely impotent?"

Logan growled as Ophelia cracked her whip again. He lashed out at just the right moment, slicing her whip in half. He then rushed for her as she pressed a button on her baton, causing it to transform into an electrified katana. Holding the sword with both hands, she then used it to block Logan's slash attack.

Swinging the sword side to side, Ophelia found her attacks deflected by Logan's claws. The two combatants traded blows, but for a full minute, neither one seemed capable of overtaking the other. Finally, Ophelia landed a vertical slash on Logan's right arm. Cringing, he was then forced to backpedal to avoid another powerful sword swing.

Exhausted, Logan backed into a wall. As Ophelia put on a slasher smile and was about to stab him in the chest, she felt a finger tap on her shoulder.

"Huh?"

Ophelia looked behind her to see Jean standing there with her fist winded up. Ophelia blinked and widened her eyes as Jean threw her first forward, punching the villain square in her face. Jean put all of her force into the punch, and Ophelia was lifted into the air by the critical blow. She then landed on her back, with her arms outstretched.

And with that, Ophelia was defeated. Her eyes rolled back into her head as drool fell from the corner of her mouth.

* * *

A SHIELD Quinjet landed just outside the castle, next to the already parked X-Jet. Petransky, the Warden and the surviving Hydra soldiers were all standing in a line with their hands behind their heads. Piotr, Storm and Moira were standing behind the line of prisoners, ensuring that they did not try to escape.

Xavier rolled up next to Jean, Logan and Rogue, who were standing with Ophelia. Jean's shoulder had since been patched up. Ophelia's hands were now bound with a metallic cuff device. Her hair was dishevelled and her left eye was bruised, although it was already starting to heal. As the loading ramp of the Quinjet lowered, Maria Hill, Phil Coulson and a handful of armed soldiers walked out.

They approached the team, and Hill folded her arms across her chest.

"Agent Hill," said Xavier. "Agent Coulson. May we present Ophelia Sarkissian. Also known as the Viper, also known as Madame Hydra."

"Great work," said Coulson.

Ophelia grumbled as Hill glared at her.

"Madame Hydra herself," said Hill. "Huh. To think we've been after you for so long, but now . . . . I have to say, it's a bit anticlimactic."

Ophelia scowled, but did not respond.

"Put her on board," said Hill. "We have a nice, cozy cell at Ravencroft prepared just for her."

A couple of the soldiers took Ophelia from Jean and Logan and led her back to the Quinjet. The other soldiers started moving the rest of the prisoners. Hill then turned back to Xavier as the X-Men all bunched up around him.

"Damn fine job, Professor," said Hill. "This was a huge help. I won't forget this."

"We're happy to assist in any way we can," said Xavier. "That's what the X-Men are for."

Rogue looked at Xavier as he spoke, but she didn't know what to think.

* * *

Madelyne and Trask stood together as they watched the capsule. A hissing noise was heard as the capsule door slid open, and mist filtered out. After a few seconds, they watched as a humanoid figure stepped through the smoke. The figure seemed to be mostly metallic, with certain sections covered in leather clothing and modular armour.

A black, grey and maroon colour scheme dictated most of the figure's appearance, but they could still tell that the few organic sections of its body were the remains of Donald Pierce. Master Mold, who was sitting in her chair behind Madelyne and Trask, proceeded to speak.

"I co-opted the idea from some of the files we stole from SHIELD. Allow me to present Mister Pierce's new form . . . ."

A red, ocular targeting lens over the left eye turned on and emitted a bright red light.

". . . . Deathlok."


	6. Helicopter Havoc

Earth-717: X-Men Vol 3

Chapter 6: Helicopter Havoc

As the X-Jet raced back to North America, Rogue sat next to Jean, who was resting on a bench on the side of the main compartment. Xavier was also there in his wheelchair, watching over his telepathic student. His eyes were drawn to the bandage over her left shoulder, which concealed the gunshot wound that Ophelia had inflicted upon her.

The bullet had gone straight through Jean's flesh, luckily missing the bones in her shoulder. While Moira had hastily performed a patch job on the entrance and exit wounds, it was nowhere near enough to properly ease her pain. Jean groaned as she moved her head slowly from side to side.

 _"I am so sorry, Jean. This never should have happened."_

Jean moved her neck so that she could look into Xavier's eyes. Rogue blinked as she watched Jean look at the Professor, remarking to herself that it seemed almost as if they were able to understand each other's thoughts.

 _"It's not your fault."_

 _"I place you all in harm's way. It's not my fault, but it is my responsibility."_

Jean shook her head.

 _"We're all here of our own choice, Professor. It's the choice we make. The choice I made, and it's the choice I will continue to make. We do good with our powers because of your help, and no one can take that away from us. No one."_

Xavier hesitated for several moments before silently nodding. Jean gave him a brief smile as he then turned away and rolled his wheelchair back to where the rest of the team were. Jean sighed as she looked straight up at the ceiling. Rogue rubbed her hands together in her lap before glancing at Jean.

"Jean?"

"Yes?"

"Why do you do it?"

Jean took a breath.

"Because it's the right thing to do."

Rogue gulped as she looked away for a moment.

"I don't think I'd be able to do that," she said.

"Why?"

Rogue rubbed the back of her neck.

"I just can't. My powers, they . . . . they ain't the kind that helps people."

Rogue looked down at her hands, and she could almost still feel like there was blood on them. While Jean could sense Rogue's emotions on the astral plane, she only needed to look into her sullen green eyes to see the torment in her soul.

"Rogue?"

"Yeah?"

"How are you doing?"

Rogue weakly chuckled.

"You go 'round, using your powers to save folks and fight supervillains. Ya been shot. And you're asking me how I'm doin'? You'd think anybody in your situation would be thinking about themselves."

"I try to think of others most of the time. Bad habit, I guess."

The two girls shared a brief laugh. Jean then cringed as the nerves in her shoulder flared up. Rogue instinctively reached forward, but stopped herself before she touched Jean. She looked down at her gloved hand as it trembled. Without another word, Jean then reached up and slowly grabbed Rogue's hand.

"Hey."

Rogue blinked a couple times before she returned Jean's gaze.

"You're gonna be okay," said Jean. "Alright? You're gonna be okay."

The lines around Rogue's eyes softened as she listened to Jean speak.

"We both will."

Jean then closed her eyes and lay her head back against her pillow. She pressed Rogue's gloved hand against her stomach, and did not let go. Rogue sighed as she looked down, but she did not pull away. While their skin was not touching, it was still a welcome sensation to be able to hold the hand of another human being.

However, her thoughts were still invariably drawn to the last time she touched someone with her bare hands, and how disastrous the results were.

* * *

Madelyne grinned as she watched the mercenaries march into their positions. They were all wearing black tactical combat gear, complete with a helmet and mask that completely covered their faces. Each trooper had an identical logo emblazoned on both of their shoulder pads, identifying them as members of a private military corporation known as Black Spectre.

Madelyne started to pace side to side in front of the line of troops, while Trask and Deathlok stood still. In her chair, Master Mold looked down on everyone, fulfilling her role as the silent and omnipresent observer.

"The time has finally come for you to earn the money from your contracts," said Madelyne. "I've hired you all for a single purpose: to help me achieve my goal of the eradication of the mutant race. You all know your roles, so I shouldn't have to go over that. Do your jobs as well as I've been told you can, and you will all be paid very, very handsomely. Is that good enough for you?"

The mercenaries all gave a simultaneous salute. Madelyne grinned.

"Good, good. Silent and obedient. I like that. Then move out, and get to your stations. We're leaving in ten minutes."

The mercenaries left the room. Madelyne then turned and smiled at Trask, who then looked up at Master Mold.

"So what do you think?" asked Trask.

"Phase One of my plan has been initiated," said Master Mold. "Once the X-Men have been destroyed . . . . the mutant race will have no one left to defend them."

* * *

The team dispersed upon arriving back at the Institute. Jean retreated to her room to rest. Moira and Xavier left to do some work in their study. Piotr and Storm decided to go to the recreation room for some much deserved relaxation. Logan went up to the balcony and headed for his room. He was about to open the door when he noticed that Rogue was standing behind him.

"Hey, kid. Something you need?"

Rogue scratched the back of her head.

"Reckon I'm bein' a bit of a bother, but I, uh . . . . I don't think anybody told me where I was supposed to stay."

"Oh."

Logan turned around to face Rogue.

"Guess the Professor forgot to pick a room out for you in all that commotion, huh?"

"Guess so."

"Well, let's go see . . . ."

Logan stopped mid-sentence and looked past Rogue. She blinked and raised an eyebrow as he sniffed the air. He then looked out one of the windows over the main entrance.

"What?" asked Rogue.

"GET DOWN!"

Logan tackled Rogue and pushed her out of the way as a missile smashed through the window. The missile struck the wall next to them, shredding the balcony and setting the top section of the foyer on fire. Logan pinned Rogue to the floor and used his body to shield her from the explosion, which tore through his shirt and seared his back. Everyone in the mansion all widened their eyes at the same time.

Several hundred metres away, five Black Spectre helicopters closed in on the Institute. Panels on their side walls opened up and locked into place, with multiple missile launchers and machine gun turrets strapped to each one. Madelyne was sitting in the passenger seat of the lead helicopter, giggling to herself.

Rogue started hyperventilating as Logan held her down. He then grabbed at her gloved hands and held his face close to hers.

"Hey!" he said. "Hey! Look at me. Look at me!"

Rogue stopped squirming as Logan firmly held her hands. Her breathing slowed down as she stared into his eyes.

"Eyes on me," he said. "That's it. You're gonna be okay. I'm gonna get you out of here. Got it?"

Rogue quickly nodded, and Logan got back up to his feet. She gasped when he turned around, allowing her to see that the skin on his back was both burning and healing at the same time. She groaned and struggled to push herself off the floor, with every bone in her body aching and throbbing. She looked up at Logan with disbelief as he ripped off the rest of his shirt and grabbed her by the hand.

"How are you . . . ."

"Get moving!"

Rogue started running down the hallway, with Logan following close behind. The mansion was then rocked by another explosion, which split the floor in half. Rogue stumbled forward, rolling along the carpet as much of the floor gave way. Logan stopped in his tracks to avoid falling into the newly created crevice.

Rogue turned around and looked at Logan.

"Go, go! Get Jean! See if you can find a way around!"

Rogue gulped as she desperately shot her eyes around the burning hallway. Logan glared at her.

"I SAID GO!"

Rogue turned and started sprinting down the hall.

* * *

One of the helicopters fired another rocket, with this one striking closer to the right side of the mansion. The explosion knocked Xavier's wheelchair over, and he fell to the floor.

"CHARLES!"

Moira rushed over to try and help Xavier, but some of the wood from the ceiling caved in and landed on top of her. She cringed as the room was set ablaze and the pressure from the wooden beams pressed down on her body. Xavier and Moira reached out for each other with their left hands.

* * *

Storm fell to the floor because of one of the explosions. Cracks formed in the ceiling of the recreation room, and she stared up at them in horror. Small bits of dust started to fall as the cracks widened. She scrambled backwards as the ceiling then caved in, causing her to scream and throw her hands up in the air.

However, instead of being crushed, she heard a familiar clanging noise. Storm opened her eyes to see Piotr standing over her, shielding her body with his. The pieces of ceiling brushed off his back and landed at their sides.

"You alright?" he asked.

"I believe so."

Piotr awkwardly smiled.

"And we just fixed this place . . . ."

Storm and Piotr got back to their feet before rushing out of the room. As they entered a hallway, they could see one of the helicopters circling around the mansion through a hole in the wall. Spotting the two mutants, the helicopter turned and opened fire with its machine gun turrets. Piotr wordlessly shoved Storm behind him, allowing the bullets to strike him instead.

Although his impenetrable skin deflected the bullets, the sheer force, number and velocity of them caused him to strain as he braced himself. Not willing to stand aside, Storm then held up her hands, calling forth her power. After a few seconds, a tornado started to form behind the helicopter. Once it took shape, she pulled it forward, and the tornado struck the helicopter directly.

The pilot shouted in fear as the helicopter was swept up in the cyclone. Within moments, it spun completely out of control. Storm and Piotr both blinked as they realized that the helicopter was about to crash into the side of the mansion.

"Uh oh."

Storm and Piotr ran in the opposite direction as the helicopter smashed through the wall. The rotor sliced through multiple walls as it spun. After a few seconds, the flaming wreckage skidded to a halt. Then, one of the side panels was kicked out from the inside. Piotr and Storm turned to watch as Deathlok stepped out of the helicopter and turned to face them.

"Subject: Piotr Rasputin. Codename: Colossus. Power: Metallic Physiology."

"Robots," said Piotr. "Why is it always robots?"

* * *

Jean's eyes burst open as she heard an explosion. For a brief moment, everything around her was ablaze, instantly burning to the ground. She grabbed the back of her head with both hands and screamed as a horrifying pain tore through her skull. It felt like her mind was unravelling itself from within.

Then, she once again heard the shrill cry of the wailing bird, louder than ever before.

Jean blinked, and then everything was normal again. Nothing in her room had been severely damaged. However, she could still feel the heat coming from the hallway, indicating that there was indeed fire in the building. She looked to the side as she heard gunfire, followed by footsteps. She raised an eyebrow as Rogue bashed through the door with her shoulder.

Jean gasped as she watched the door break off its hinges and smash into the ground. Rogue looked at Jean and shrugged.

"We gotta go."

Rogue ran over to Jean's bed and put both hands under her body.

"C'mere."

Rogue then effortlessly lifted Jean up, with one hand under her knees and the other under her shoulders. Jean took a moment to marvel at the fact that Rogue seemed to not even be exerting herself.

"You're strong."

Rogue sighed.

"Yeah."

* * *

As the other helicopters stopped attacking and hovered outside of the mansion, Madelyne's helicopter landed just outside the main entrance. She stepped out of the side of it, flanked by a squad of Black Spectre mercenaries. With a callous grin on her face, she calmly strolled for the main entrance. When she got to the front door, she morphed her right hand into the shape of a hammer.

Madelyne cackled as she smashed through the door.

* * *

Logan slashed open the door to the study. Quickly taking stock of the situation, he ran over to Moira and retracted his claws before grabbing at the biggest beam that was pinning her down. Straining his muscles, Logan lifted the beam up just enough for Moira to crawl out from under it. Moira and Logan then grabbed Xavier and helped him off the floor and back into his chair.

As the three of them rushed out of the study, Xavier pressed two fingers to his temple.

 _"X-Men! Evacuate immediately!"_

* * *

Deathlok narrowed his ocular lens as he marched towards Piotr and Storm. Piotr then ran straight towards his opponent. Deathlok clenched his right fist, and a module around his wrist activated his musculature servos. He then punched forward at just the right moment, delivering a devastating blow to Piotr's chest.

Piotr was launched into the air by the force of Deathlok's attack. Piotr's body then smashed into the ground next to Storm, who quickly turned back to Deathlok.

"Subject: Ororo Munroe. Codename: Storm. Power: Weather Manipulation."

Deathlok pulled out his pistol and aimed it directly at her face. Storm did not flinch.

"If you believe that you can frighten me, automaton, then you are sorely mistaken."

Deathlok was about to pull the trigger when his ocular lens deactivated and his finger joints seized up. Performing an instant diagnostic scan of his internal systems, he realized that Storm was using her powers to increase the moisture inside of his body. Slowed down and taken off-guard, Deathlok was ill-prepared for Storm to kick his gun out of his hand before elbowing him in the torso.

Deathlok stepped back, but Storm followed up by grabbing his head with both hands. She then heaved sideways, smashing his face against the nearby wall. Before she could attack again, Deathlok kicked off the wall before delivering a spinning punch, knocking Storm backwards. By this point, Piotr had returned to his feet, and he kicked out with his left foot.

Striking Deathlok in the stomach, Piotr followed up with a right hook. The villainous cyborg blocked the punch with his forearm before countering with his other hand. After bashing Piotr away, Deathlok was then seized around the neck by Storm. She yelled as she then tossed Deathlok backwards, sending him tumbling to his knees.

She then threw her arms forward, and a powerful wind gust smashed against Deathlok's chest. He was sent flying through the nearby wall and out of sight.

* * *

Rogue found herself out of breath as she ran into the next room. She had been darting her way around the mansion, frequently forced to take alternate routes because much of the building was on fire or falling apart. Suddenly, another part of the ceiling caved in, completely blocking a doorway that Rogue was heading towards.

The force of the cave in and the heat from the flames caused Rogue to stagger. Losing her balance for a moment, she then bumped into the wall behind her. Jean cried out in agony, and Rogue realized that she had just bashed Jean's shoulder into the wall. Rogue coughed and groaned as she then doubled back and headed down a different hallway.

She then stopped in her tracks when she saw Madelyne Pryor and a squad of Black Spectre mercenaries at the other end of the hall. The mercenaries aimed at her, but Madelyne held up her hand, gesturing for them to hold fire. As Madelyne looked at Jean, her eyes gleamed. It was as if she had found a treasure that she had been seeking all her life.

Jean looked at Madelyne with terror in her eyes.

"My, my," said Madelyne. "Little Jean Grey. I was so hoping to find you."

Even when she was not directly peering into another person's mind, Jean could still sense them on the astral plane. Even when their minds were blocked by some level of psionic protection, like with Mister Sinister or the Sapphire Weapon, she could still feel a hint of their psychic signature. However, for the first time since her powers manifested, Jean felt something she had never felt before when she looked at Madelyne.

Emptiness.

Jean felt her heart sink as she realized that she could not sense any semblance of Madelyne's mind. It was as if she did not even exist on the astral plane.

"Who . . . . who are you?"

"Oh, Jeanie. I think you know. I think you know damn well who I am."

"Case you hadn't noticed, lady, this whole place is comin' down!" said Rogue.

Madelyne ignored Rogue and continued to stare at Jean.

"Don't you remember? Sinister's lab? When you watched my rebirth?"

Jean gulped.

"Madelyne."

Jean stared into Madelyne's eyes, as she finally realized that she was not seeing another woman, but her own reflection.

"Do you see now what you've taken from me?!"

Madelyne formed both of her hands into spikes. However, before she could use them, she was interrupted by the sound of Logan shouting. She looked to the side as he leaped out of a nearby room, with his claws at the ready. Logan slashed down one of the mercenaries, causing the rest of the squad to turn and open fire at him.

Logan took several bullets and a shotgun blast to the chest, but he was only momentarily staggered. Madelyne was about to attack him herself when Piotr broke through the wall behind the villains. Piotr bashed away one of the mercenaries as he and Storm entered the room. A chaotic fight broke out between the X-Men and Madelyne's forces, giving Rogue time to get Jean out of the way of the fighting.

Rogue saw Moira with a barely-conscious Xavier near the back of the hall. Moira punched a particular tile on the wall, which opened up a secret keypad. She typed in a code, which caused one of the wall panels to open, revealing itself to be a secret passage that led directly to the hangar. Seeing that they were escaping, Madelyne started running towards them.

Moira pulled out her pistol and opened fire on Madelyne. Moira put seven bullets into Madelyne's body, with each one sending a grey ripple through her skin. However, Madelyne was only momentarily halted, before she opened her eyes and grinned. Moira's jaw dropped upon seeing that her bullets had no effect on the villain.

Rogue took this time to run into the passage, with Jean in tow. Growling, Madelyne then smacked Moira out of the way before seizing Xavier around the throat.

"You're coming with me, Professor."

Madelyne stretched her body upwards, heading for an open window near the ceiling. Piotr ran for her, but she was far too fast for him. He then looked behind him to see that the last of the mercenaries were defeated, but the X-Men were bloodied and beaten. As Madelyne slithered back out to the ground outside the mansion, she then looked at the helicopters and pointed directly at the mansion with her free hand.

"BURN IT DOWN!"

Xavier closed his eyes as he felt his consciousness slipping away.

 _"X-Men . . . . flee. Leave me . . . . please . . . . save yourselves. That's . . . . an order . . . ."_

Xavier finally passed out. The helicopters unleashed a full barrage on the mansion, and within only a couple minutes, they had levelled the entire complex. A moment later, Madelyne looked to the side and watched as the X-Jet fled out of a hangar built into the cliff that the Institute was standing on. The jet boosted out over the ocean and out of sight.

Madelyne scowled as she watched the X-Men escape. While it was disappointing that she had not truly finished them off, she was still satisfied that she had defeated them and captured Xavier. However, her thoughts were repeatedly drawn back to Jean, and how she finally got the chance to look in the eyes of the woman who she was designed to replace.


	7. Sinister Developments

Earth-717: X-Men Vol 3

Chapter 7: Sinister Developments

"Get away from her!"

Helen pulled Cassie away and stood against the far wall. Bart was standing behind her. Cassie looked at her older sister with concern, but her parents made sure she stayed put.

"M-Mom? What's . . . . what's happening to me?"

"Don't move!" said Bart. "Don't come any closer!"

"Dad?"

Her hands lit up with orange energy. Her family could feel the heat even though she was standing several metres away. She looked down at her palms and screamed.

"Oh God," said Helen. "She's one of them."

"No. No, please. Please . . . ."

She took a step towards her family.

"I SAID STAY BACK!"

Cassie gulped.

"What's wrong, Angie?"

She looked down at her younger sister. She then shook her head and stepped back, accidentally bumping one of her hands against a wooden credenza placed near the wall. The credenza was instantly set on fire, causing Helen to scream.

"No, no, no . . . . no, I didn't mean to . . . ."

"Move!"

Bart ushered Helen and Cassie out of the room, leaving her behind. Cassie held out her hand, reaching out for her sister.

"Angie!"

She looked down at her glowing hands and cried out in horror. Her scream then stopped as she found herself inside of a specialized containment cell. It was made of transparent, fireproof material, and stood in the centre of a research facility. It was mostly dark, with a single light shining down on the cell from the facility's roof.

She was sitting on a stool, which was the lone object inside the cell. She had been alone for hours. Then, two men in lab coats walked into the room and approached her.

"Angelica Jones?"

She didn't respond. The man who spoke waited a few seconds before continuing.

"We'd like to introduce ourselves. My name's Doctor Watson, and this is Doctor Isaacs. We've been assigned by the state to assess your condition."

She swallowed the saliva in her mouth and stared at Watson. She had bags under her eyes and was rubbing her hands together.

"Where's my family?"

Watson and Isaacs glanced at each other for a moment before looking forward.

"They're at home," said Isaacs. "They're all fine."

She breathed in and out a few times before asking her next question.

"Can I see them?"  
Watson took a step forward and put his hands together in front of him.

"Angelica . . . . your parents were the ones who reported you to the authorities. They've signed an agreement that gives us full custody of you, and they've specifically asked to sever all contact."

Her heart fell out of her chest. Watson frowned.

"I'm sorry."

She looked down at her hands. At the moment, they looked perfectly normal to her. The two scientists gave her a couple minutes to process the information. Isaacs then adjusted his glasses and cleared his throat.

"We're gonna do our best to take care of you," he said.

She didn't look up as he spoke.

"You'll be treated very well. The government wants to know more about . . . . your kind. Hopefully, our work here will help people like you. Hopefully."

"We'll give you some time," said Watson.

The two scientists walked away, and everything faded to black. She then opened her eyes and looked at her hands again. However, this time they were covered in gloves. She was standing inside the cell, but was wearing her newly-created suit that she had designed to help her channel her powers. She lit up her hands, and smiled upon seeing the glowing orange energy adjusting to her thoughts.

"Excellent," said Watson, looking down at a datapad. "Looks like your suit is working just as intended. You've got quite a knack for this, Angel . . . . er, Amanda."

"Let's give it another go," said Isaacs.

At that moment, the door to the room exploded. She looked at the explosion in shock as a humanoid figure burst into the room at lightning speed. She could barely make out any of its features as it rushed for Watson and Isaacs. They only had time to scream before it had snapped both of their necks. She fell to the ground in surprise as the figure finally stopped and looked at her.

The Sapphire Weapon stared at her in silence for a few seconds before firing a beam of blue energy from his right hand. Once again, everything went dark. Her eyes burst open, and she realized that she was still wearing her bodysuit and her orange goggles. However, she could not move, having been strapped to a vertically aligned metallic table.

She screamed and struggled against her restraints, but to no avail. Then, for the first time, she heard a voice she would never forget.

"I certainly hope you're comfortable."

She narrowed her eyes as Sinister stepped into view.

"We wouldn't want you to feel out of place."

She was so horrified by the very sight of Sinister that she found herself incapable of speaking in his presence. He started to pace around the table, gently brushing his fingers against her skin, causing her to shiver and hold her breath. The sweat that dripped down her temples as he touched her felt like a filthy, disgusting secretion that made her skin crawl.

"I must say that I'm quite impressed with your ingenuity. Designing a containment suit that can channel your abilities. That is something I can respect. The scientific process at work."

Sinister walked in front of her and stared at her with his red, pupil-less eyes. A set of injectors attached to wrist cuffs then locked into place around her arms.

"That's what we'll be doing together."

Sinister laughed as the acid was injected into her skin. She felt her body being burned from the inside. As every cell in her body lit up in agony, she screamed as loud as she possibly could.

But no one could hear her.

* * *

Amanda's eyes burst open as she woke up. She was breathing fast and heavy, and her entire body was covered in sweat. Her hands were clenched, holding bunches of the sheet she was laying on. As a gentle breeze from the open window massaged her skin, she closed her eyes and focused on slowing down her breathing.

She then heard a knock at the door to her motel room. She waited a couple seconds before she responded. Her voice was weak and hollow.

"It's open."

Bobby turned the doorknob and stepped into the room.

"Hey. I heard you crying in your sleep. Are you . . . .?"

Bobby didn't finish his question. Amanda looked at him, and he could clearly see the tears forming in her eyes.

"I could go," he said.

"No . . . ."

Amanda shook her head.

"Don't."

Bobby closed the door behind him before walking over to Amanda's bed. He then sat down next to her as she placed her head back against her pillow. Bobby found himself wanting to look at her, but he also felt like he was intruding. Sensing his hesitation, Amanda then sat back up, wrapping her arms around her knees.

"You were talking again," said Bobby. "In your sleep."

"What did I say?"

"Just a few words here and there."

Amanda sighed and looked down.

"Who's Cassie?" asked Bobby.

"Someone from a long time ago," answered Amanda.

Bobby looked away. Amanda rubbed her hands together as she realized that she was deflecting once again. She then took in a deep breath and decided to give a real answer.

"She was my sister."

Bobby slowly turned to look back at Amanda.

"My younger sister. I haven't seen her since . . . . not for a long time."

"Do you miss her?"

"She's the only part of my old life I'd ever want to have back."

Amanda ran her fingers through the hair over her left ear.

"Listen, Bobby . . . . I wanted to say that I'm sorry. You've treated me so well, and I . . . . let's just say I haven't returned the favour."

Bobby smiled. He then reached forward and gently took her closest hand in his.

"I shut you out," continued Amanda. "I've said some very cruel things. I shouldn't have done any of that."

"I think you're allowed to be a bit distant," said Bobby. "Especially after . . . . everything."

Amanda shook her head as the tears returned.

"It's just . . . . I can't get it out of my head. Any of it. I see my parents' faces, I see the look in their eyes, and it goes right through me. I wasn't their daughter anymore. I was this . . . . this monster, this thing. In an instant, I was something they couldn't recognize, and I couldn't recognize them. As if being born the way I was meant that I was worth nothing to them. It's why I changed my name. The girl they gave that name to doesn't exist anymore."

Bobby rubbed Amanda's palm with his fingers.

"And then I feel the pain. The burning inside, that makes me wish I was dead. When I think of what he did to me, and I can't ever not think of what he did to me, I feel sick in my own skin. Nothing washes it off. I'm just consumed by it. I keep telling myself it's not my fault, it's not my fault. It doesn't matter. Nothing washes it away."

Amanda stopped talking as the tears fell off her face and onto the sheets. Bobby then moved closer to her. Keeping his left hand on hers, he then wrapped his right arm around her shoulders and placed his right hand on her forehead. Amanda trembled at first, but then leaned her head against Bobby's shoulder.

In truth, Bobby didn't have the words to comfort the girl next to him. He did not know what to say to ease her pain, as much as he would like to. The only thing he knew was that in the short time he had known Amanda, he had felt a connection with her that was stronger than any he had felt in years. She reminded him of happier days.

Of days spent with Judy.

Bobby had no idea what was to come in the future. While he knew that both Scott and Amanda wanted revenge on Sinister, Bobby did not know what would happen when they finally cornered the villain. But as he caressed Amanda's scarlet hair, he did know that no matter what happened, he would do anything in his power not to lose her.

For the next couple hours, the two young mutants slept in each other's arms. For the first time in a long time, Amanda was finally able to sleep without reliving her horrific experiences as Sinister's prisoner. When the morning sun started to appear over the horizon, Scott knocked on the door and entered the room.

Bobby and Amanda opened their eyes and groggily looked over at Scott.

"Come on," said Scott. "We've got work to do."

* * *

The X-Men were all sitting around the main compartment of the jet, looking dejected and defeated. Jean, Logan, Storm, Piotr, Rogue and Moira were all present, each of them not looking at the others. Moira had programmed the jet to hover in stealth mode over the ocean while the team took some time to absorb the gravity of their situation.

Moira had tried to contact SHIELD, but realized that the communications system had been damaged by falling debris during the escape. Without the special encrypted encoding frequency that had been built into the jet, she had no way of directly reaching the organization. She was sure that they would learn about what happened to the Institute soon enough, but at the current moment, she felt completely lost.

Unable to take the silence anymore, Piotr spoke up.

"What do we do now? We have to do something."

"He's right," said Logan. "I know we're all hurtin', but we're still here, and that means we can hit back. Anybody got any ideas? Anybody?"

"I'm sorry I couldn't be more help to ya'll," said Rogue, her voice sullen.

"Hey," said Logan. "Don't talk like that, kid. You got Jean out of there safely. You did good."

"She absorbed my bullets like they were nothing," said Moira, almost as if she couldn't hear anyone else in the room.

"How do we combat an enemy we know nothing about?" asked Storm.

Jean exhaled.

"I know who she is."

Everyone turned to look at Jean as she spoke.

"Her name is Madelyne Pryor. I never brought her up because I never thought I would see her again. Especially not looking like that."

"What do you mean?" asked Storm.

Jean took a couple moments to collect her thoughts.

"This is difficult to explain," she said. "But I'm gonna try. When I was captured by Mister Sinister, I saw some of his experiments. One of them involved Madelyne, but she didn't look like that at the time. She was blonde. Had a different face. She was human, and a member of a group that Sinister referred to as the Purifiers."

"A mutant-hate organization," said Moira. "SHIELD has some files on them."

"Yeah," said Jean. "Anyway, Sinister captured her as well. Said that she was gonna be a test subject for a special project. Apparently, he wanted to replicate my powers, but in a person that he could control. So he took Madelyne, and, and . . . ."

Jean placed a hand over her mouth, clearly having difficulty saying her next words. Storm, who was sitting closest to Jean, placed her hand on her back in a comforting gesture. After a few more seconds, Jean was ready to continue.

"He put her in some, some sort of capsule. It melted her. I saw her melt as she screamed."

Rogue winced.

"He took her . . . . flesh, I don't know what to call it . . . . and made it incubate, or something. Like a cocoon. And then it hatched, and . . . . it was Madelyne, but she was different. He used my DNA to do it. I, I have no idea how it's possible, but . . . . he, he turned her into me. Madelyne is an older version of me."

The team took a few moments to process the information they had just received.

"How the hell does that work?" asked Logan.

"But I don't get it," said Moira. "If it was your DNA, then she would have your powers, right?"

"Yeah," said Piotr. "Instead, she is like a T-1000. I liked that movie until now."

"But something must have gone wrong," said Jean. "The Genesis Camp was destroyed, and her body was in one of the labs there. I thought she would be dead, but . . . . maybe the process wasn't finished? But somehow, she survived, and now, instead of having my powers, she can . . . . do whatever it is she does. Must also be why she's not under Sinister's control."

Jean sighed.

"But the worst part is that I couldn't sense her on the astral plane. She has no psychic signature, so she can't be attacked mentally. I've never seen that before. I didn't even know it was possible."

"This is crazy," said Logan.

"That may be true, Logan," said Storm. "But we cannot be swayed from our task. Whatever manner of foe this Madelyne Pryor may be, we must find a way to band together and take the fight back to her. If she was a member of the Purifiers before her transformation, then I doubt her plans stop at merely trying to destroy the X-Men."

"She took Charles," said Moira. "That's reason enough for me to take her down."

Rogue gulped.

"Don't mean to be steppin' over anybody's toes, but she just trounced the lot of ya. Reckon we gotta have some kind of a plan, right?"

"What we need is backup," said Piotr.

"I tried to reach SHIELD, but with the communicator down, I . . . ."

"Not SHIELD," said Jean.

"You got someone else in mind?" asked Logan.

Jean took a deep breath before answering.

"We need to find Scott."


	8. Master Mold's Master Plan

Earth-717: X-Men Vol 3

Chapter 8: Master Mold's Master Plan

Even though Xavier was completely at the mercy of his captors, he refused to show any signs of worry. He remained calm and silent for the entire journey, and did not move his gaze for any reason. While he could enter the minds of some of the mercenaries and take command of them, he was unable to control Deathlok, who stood next to him the entire time.

Besides, Xavier knew that attempting to break free from his current situation was not his best move. He did not know enough yet about the plans of these new villains, nor why they had wanted to capture him. Without more knowledge, not only would an escape attempt be risky, but it might actually end up being disadvantageous should he eventually get the chance to relay any tactical information back to the X-Men.

But at that moment, what truly most concerned Xavier was the leader of the mercenaries: the woman known as Madelyne Pryor. Unlike any other person he had ever met, he was unable to peer into her mind. She did not have even the slightest presence on the astral plane, and he could not fathom how this was possible. He racked his brain to try and find an answer, but was unable to.

After a journey that took multiple hours, they finally landed. Xavier was escorted out of the helicopter, and from quickly scanning the minds of the mercenaries, he learned that they had landed on the roof of an office building belonging to Trask Industries. He shuddered as he recalled that this was the same company that had picked up the contract for the Sentinel program after the X-Men's battle with Magneto.

Madelyne led Xavier, Deathlok and the mercenaries into the building and towards an elevator. Inside the elevator, Madelyne did not push any of the buttons. Rather, she inserted a small, cylindrical key into a slot below the main panel and twisted it. After a long elevator ride, the group then headed down a wide hallway without any markings on the walls.

Madelyne opened the double doors at the far end of the hallway to reveal a small waiting room. Xavier could see that this room connected to another via a second set of doors on the opposite wall. Although he could not sense another mind on the other side, he could not help but feel a certain sense of foreboding regarding what may be waiting for him there.

Madelyne looked at the doors for a moment before turning around and grinning at Xavier.

"Professor," she said, holding her hand out at her sides. "Welcome."

"Trask Industries," said Xavier. "The perfect place for someone who harbours contempt for mutants."

Madelyne's eyes gleamed as she pointed both of her index fingers at him.

"Bingo, Professor!"

She then leaned in towards him.

"It's almost like you can read minds!"

Madelyne snickered to herself for a few seconds before standing as tall as she could and glaring down at her captive.

"You must be wondering why you can't read mine," she said, her tone suddenly growing deep and threatening. "It must be driving you crazy. For a person to be so comfortable reading other people's thoughts, and then suddenly, you find someone who's immune to your powers. Go on, Professor. Try me. What am I thinking?"

Xavier seemed unimpressed.

"I doubt you have any thoughts that would be of any interest to me."

"Oooo. Professor's got some smack talk in him yet. I like that. But regardless, I imagine you're still perplexed by the mystery of my mental immunity. Didn't even realize it at first until I was given a proper examination by one of Doctor Trask's associates. Apparently it was some sort of side effect of the freak accident that created, well . . . . me."

Madelyne moved to Xavier's side and placed her right elbow on his left shoulder.

"You see, I was supposed to have all those mental powers. That's what I was designed for. You've probably figured out just by looking at me that I carry a distinct resemblance to your little redhead protege. Sinister's doing. Part of one of his wacko experiments. But something went wrong. Really, really wrong. And instead of getting a perfect copy of Jean, well . . . ."

Madelyne shoved herself off of Xavier and skipped back in front of him. Xavier took a moment to look at the mercenaries standing guard over him, but none of them seemed to be distracted by Madelyne's antics.

"But I'm boring you with my past, aren't I? Let's get to the juicy bits. Namely, you. You see, you've got some information that I need, and I'm gonna get it from you. I ask the questions, you give the answers. And if you don't answer, then . . . ."

Madelyne once again put on her best slasher smile.

"I'll rip the flesh off your bones."

Xavier scoffed.

"Interrogate me if you wish. You'll get nothing from it. You can kill me, but I promise you that the X-Men will find a way to stop you."

Madelyne started to giggle for a few seconds, before grabbing her stomach and breaking out into raucous laughter. At this point, some of the mercenaries glanced at each other. Madelyne held up one hand, and used her other one to hold on to face as her laughing fit continued. After taking a few deep breaths, she finally stopped.

"Sorry, sorry, I'm sorry," she said. "That was just too funny."

"I fail to see what's so amusing," said Xavier.

"It's just that you sounded so serious just there! First of all . . . ."

Madelyne then looked at one of the mercenaries that was carrying a shotgun. She pointed at him with her left hand and snapped her fingers.

"You! Get over here."

The mercenary stepped out of line and stood beside Madelyne. She then crossed her arms.

"Shoot me in the head with your shotgun."

The mercenaries once again glanced at each other. The one next to her blinked.

"Uh, ma'am?"

"I am paying you, yes?" asked Madelyne, scowling.

"Y-Yes, ma'am."

"Then do what I tell you to do. Point your gun at my head and pull the trigger."

After clearing his throat, the mercenary tepidly aimed his shotgun directly towards Madelyne's temple at point blank range. Xavier felt his mouth open slightly in surprise. Madelyne smiled as the mercenary pulled the trigger. The shotgun blast blew apart Madelyne's head, reducing it and part of her torso to grey mush.

Xavier gasped. The mercenaries all seemed shocked. However, only a few seconds later, the mush reformed. Madelyne giggled as her head returned to its normal shape, without any indications of damage. She then looked at the mercenary who shot her.

"Thank you," she said, her tone light and sweet.

The mercenary returned to his place without another word. Madelyne then grinned as she looked back down at Xavier.

"You see? No one can kill me. No one can hurt me. No one can stop me. I know what it feels like to melt, Professor. It happened to me twice. Not even your precious little X-Men stand a chance against me. No matter what happens to me, I always return to this form."

Madelyne sighed and threw up her arms.

"It's a bit annoying, really! I can't change my clothes, can't even change my hairstyle! I mean, I like updos as much as the next girl, but come on!"

Madelyne then put on a genuine frown.

"But worst of all is that I can't change my face back to the way it was. I'm stuck as this older version of Jean forever. Every once in a while, I look in the mirror, and I'm shocked all over again that I don't recognize the woman looking back at me. I'm even starting to forget what I used to look like. Can you even imagine?"

Although Xavier knew that Madelyne was a deranged psychopath, as he listened to her speak with such sorrow in her voice, he couldn't help but feel somewhat sorry for her.

"So anyway, that's the first thing," she said, suddenly becoming flippant again. "The second thing is that I was only joking about wanting to interrogate you. I actually don't need any information from you at all. At least, not anything that I need you to willingly give up. I just said that because I wanted to see your reaction."

Madelyne then clapped her hands together.

"But the real show's up ahead!"

Trask then walked into the room from the door that the group had entered through a few minutes ago. Madelyne smiled.

"Trask, darling! Look who I have!"

Trask nodded at Xavier as he walked past.

"Professor."

Trask then looked up at Madelyne.

"She's ready for you," he said.

"Then let's not keep our lovely benefactor waiting."

Madelyne then pointed at the mercenaries.

"Wait out here."

The mercenaries stayed put, as instructed. Deathlok pushed Xavier's chair as Madelyne and Trask when through the doors to the adjacent room. It was a massive, dark chamber, with a suspended lab room right above the entrance that could be accessed by a pair of staircases. However, the real point of interest was a twenty metre tall, purple, synthetic humanoid, sitting on a giant chair in the centre of the room.

Master Mold looked down at Xavier with her unblinking red eyes. He felt a shiver move down his spine as he looked at the cold, unfeeling machine that was staring back at him.

"Professor Charles Francis Xavier. Founder of the Institute for the Gifted, a school dedicated to the safety and training of mutants. According to all existing records and data, the first mutant telepath ever to be born."

Xavier glanced at Trask and Madelyne.

"Go on," said Trask. "Speak to her."

Deathlok let go of Xavier's chair, and he wheeled it forward a few metres. Master Mold's gaze never left the Professor.

"You clearly know much about me. But who are you?"

"I am an advanced artificial intelligence designed by Doctor Bolivar Trask. I am humanity's saviour. I am Master Mold."

"Humanity's saviour? And how do you propose to do that?"

"By eradicating the most dangerous menace that humanity has ever faced. I am the end of mutantkind."

Xavier leaned forward in his chair.

"You are no saviour. You're a machine. A machine designed only to destroy. Humanity and mutants are not enemies. We are not opposing races. The only enemy is ignorance, and you are the ultimate embodiment of that ignorance."

"Your discount philosophy is of no concern to me, Professor, especially when it is erroneous. Mutants are the next step in human evolution. In all previous evolutionary leaps, the elder race has been utterly destroyed. Humanity and mutants are enemies by scientific necessity. However, this time, the elder race is in possession of a weapon that will secure their dominance and continued existence."

"What weapon?"

"The L-Virus. A biochemical weapon engineered so that it can break apart organic matter on its most basic level. Once activated via my specially designed apparatus, there will be no mutants left. They will all be destroyed in one single attack, and then, humanity's future will be secured. I am the only hope humanity has to survive."

"If that is what hope has become, then the word has lost all meaning."

"Your opinions do not matter anymore, Professor. The time of you and your X-Men is over. Deathlok. Show the Professor what you have acquired."

Deathlok stepped forward, before holding out a microchip.

"Cerebro," said Xavier.

"Exactly," said Master Mold. "To ensure that the L-Virus will target only mutants, I required Cerebro's guidance system. It will be combined with my apparatus, and when activated, the virus will be transmitted across the entire planet."

"But you can't operate Cerebro without . . . ."

Xavier gulped and stopped his sentence as everything fell into place.

"Without me."

"Precisely, Professor. You will be placed in a catatonic state within my device, which will access your powers and use them to provide targeting information for the L-Virus. Most ironic. You thought yourself the saviour of your race. The prophet for an age of supposed peace between humanity and mutants. Instead, you will be the harbinger that ensures their destruction."

"You will not win," said Xavier. "The X-Men will stop you."

"Confidence born of ignorance, Professor. I assure you that soon enough, the X-Men will be dead at my feet."

Master Mold finally looked away from Xavier, instead turning her gaze to Madelyne.

"Miss Pryor. I believe it is time for you to retrieve the L-Virus from your associates. They will be most displeased to discover that we have deceived them into constructing it for our purposes, but that does not matter. Take it from them, and then the final phase of my plan will unfold."

* * *

"Observe."

Cameron was standing next to Sinister and the Topaz Weapon as he typed a command key into the console. The console was attached to a containment cell with transparent walls. Inside the cell was a young man, who looked around in fear. He tried to bash his fists against the wall, but he did not have the strength to escape from his confines.

Cameron and Sinister could not even hear him as he screamed. Seconds later, a yellowish gas seeped into the cell from the ceiling. When the man breathed it in, his eyes became bright gold. Then, cracks started to appear on his skin, from which the same golden light emanated. After a few moments of the cracks tearing through his flesh, his whole body then exploded into black dust.

Sinister rubbed his chin after watching the ordeal. Cameron smirked.

"We have over two dozen vials ready for deployment down in the shipping area," said Cameron. "So what do you think of our L-Virus, Mister Sinister?

Before Sinister had the chance to reply, Scott fired a beam downwards, blowing a hole in the ceiling. Cameron and Sinister both gasped as they watched Scott fall to the ground, revealing that he had been watching them the whole time.

"Time's up, Sinister!"

Scott fired a beam directly at Sinister, gashing him across the chest. However, he was interrupted by the Weapon, who rushed towards Scott and punched him across the face before his attack could damage Sinister too much. Cameron shouted and fled towards the exit.

"Security!"

Cameron tore the door open, but his jaw dropped upon seeing that the entire doorway was blocked with ice. He then saw the silhouette of a man on the other side of the ice wall.

"I don't think so," said Bobby.

Sinister glared at Scott as he battled the Weapon in close quarters combat. A second later, Amanda flew into the room from the window, with her palms ready with orange energy. Sinister looked at her with wide eyes.

"Remember me?!"

Amanda fired a two-handed beam at Sinister, who managed to deflect it with an energy shield just in time. Sinister retaliated with a beam of his own, but Amanda dodged to the side. Sinister then shoved Cameron out of the way as he rushed for the ice wall. Amanda flew after the villain, but before she could catch up to him, she was seized around the ankle by the Weapon.

Having knocked Scott to his feet, the Weapon had grabbed Amanda before heaving her body and slamming her against the ground. Amanda rolled next to Scott, and the Weapon started charging her swirls of yellow energy. Sinister used this time to fire a beam at the ice wall, shattering it. Bobby was blown backwards by the explosion, knocking him against the wall of the hallway.

"Ugh!"

Scott and Amanda both fired beams of energy at the Weapon at the same time. The Weapon absorbed the beams with her energy shield, but the two mutants refused to let up their assault. After several seconds, the Weapon's shield gave out, and she fell to her knees. Scott and Amanda then both threw punches at her face at the same time.

The Weapon was knocked out by the vicious combination attack. Scott and Amanda then ran out of the room. Scott pointed at Bobby.

"Help him! Make sure he's okay!"

Amanda knelt down next to Bobby. Scott turned down the hallway and ran after Sinister.

"Bobby . . . ."

Bobby groaned in pain as Amanda helped him to his feet.

"You okay?" she asked.

Bobby nodded.

"Yeah . . . . yeah."

Bobby then groaned again before falling back down to his knees.

"Maybe just another minute . . . ."

Scott ran at full speed down the hall. Sinister turned a corner and headed into another room. Scott rushed through the door without slowing down, only to be smashed in the face by Sinister's arm. Scott tumbled to the floor as Sinister scowled.

"I have had quite enough of you, Scott."

Sinister kicked Scott in the stomach, causing him to roll over.

"I see now that I never should have taken you in. You've been nothing to me but a nuisance your entire life!"

Sinister kicked Scott again. However, this time Scott had recovered enough that he could jump back to his feet. Scott threw a punch at Sinister, but the villain caught Scott's fist before backhanding him with his free hand.

"I see now that saving you and your brother was the biggest mistake I've ever made."

Scott yelled as he kicked out at Sinister's chest. Scott then landed two more punches before Sinister threw a downward fist. Scott stumbled backwards as blood fell from his mouth.

"But know this, boy. Without me, you'd have died that day. You owe me everything!"

Sinister held up his hands and charged energy beams in both of them.

"I made you. And now, I'm finally going to rectify that."

As Sinister was about to attack, Scott tore off his visor. Sinister shouted as a wide, uncontrolled beam struck him straight in the chest. The force of the beam ripped through his flesh and caused his body to smack against the far wall of the room. As Sinister slumped to the floor, Scott put his visor back on. He then scowled as he walked up to the villain.

Sinister cringed as smoke poured out from the hole that had been punched clean through his chest. Green muck gushed around the edges of the wound. Sinister struggled to breathe as he looked up at Scott. For the first time ever, Scott did not see malice in Sinister's eyes. Instead, he saw fear. At that moment, Bobby and Amanda ran into the room.

"Scott?"

"It's over," said Scott.

"No," said Amanda. "It isn't. You know he can heal from that. Finish it."

"No," said Bobby. "Please, both of you. Stop and think."

Bobby pointed at Sinister, who gasped for air.

"Look at him. He's beaten. It's over! You don't have to kill him!"

Scott stared down at Sinister, considering Bobby's words. He thought about all of the pain that Sinister had caused him, and how his entire life had been affected by his actions. Then, as he saw the wounded, cowardly, pathetic figure before him, he realized what he had to do.

"You're right," said Scott, taking a couple steps back. "He's not even worth killing. He thinks he can define who I am. Be he won't. Not anymore."

Fuming, Amanda then stepped in front of Sinister and charged her palm with orange energy before pointing it at the villain's head.

"Mandy!"

"If you cowards won't finish the job, then I will!"

Bobby threw up his hands and stepped in front of Amanda.

"Get out of the way," she said, pointing her hand at Bobby.

"Mandy, please! You're not a murderer, I know it."

"For him, I will be."

Bobby furrowed his brow.

"Mandy, listen to me! He doesn't control you anymore! He can't hurt you now, unless you let him! You're not like him. You're better than him."

Amanda started to cry as she kept her hand pointed at Bobby. The orange energy in her hand slowly glowed brighter. Scott started to breathe faster as he watched his two friends stare each other down.

"How do you know?" she asked.

"Because I know you're capable of loving someone."

Amanda skipped a breath as she thought of Cassie. She stared into Bobby's eyes as she thought about all of the horrible things that she had experienced since learning she was a mutant. But after listening to Bobby's words, she was finally able to remember the few good things as well. Finally, the orange energy dimmed, and she lowered her hand.

Bobby and Amanda then smiled at each other before hugging. For a full minute, they held their embrace. As they stepped away from each other, Sinister looked up at them and weakly chuckled.

"How droll," he said.

Amanda grunted before giving Sinister a kick to the jaw, knocking him out. Scott then walked over to his friends. The three mutants stood together for a moment before hearing the sound of people behind them.

"Hands up!"

Scott, Bobby and Amanda all turned around to see a team of four security officers pointing pistols at them.

"Don't move."

A second later, the officers all froze in place. Scott could instantly tell that they were being held by some type of psychic force. He then felt a gentle, telepathic caress in his psyche, the kind that he had not felt for almost a year. A second later, she walked through the doorway.

Both of their hearts skipped a beat as they looked at each other.

"Jean."

"Scott."


	9. Pryor Engagements

Earth-717: X-Men Vol 3

Chapter 9: Pryor Engagements

He was finally looking in her eyes again. Even though everything he saw was forever tinted in red, he could still tell that her green eyes were the most beautiful that the world had ever known. And although she could never truly know what his looked like, she knew that if she had the choice, she would never look in the eyes of anyone else.

Jean and Scott walked towards each other. He was the first to reach out with his hand. She smiled as she reached out with hers. Their fingers touched, and they were finally sure that the moment was real. Scott had almost forgotten what her touch felt like. Jean felt rejuvenated as she sensed the genuine adoration in his thoughts, knowing that her presence was warming a heart that had been cold for so many months.

For a few precious seconds, they forgot the rest of the world around them. After so much time spent away from each other, they were finally reunited, and they relived their entire relationship in their minds. Their first meeting at her home. The times they fought side by side. The one night they shared only a few days before the event that tore them apart.

At that moment, nothing else in the world mattered.

Then, the rest of the team entered the room.

"Scott."

Scott let go of Jean's hand and took a couple steps back. He looked at each member of the team in turn, surprised that he didn't even recognize some of them. Moira and Piotr were there, as expected, but now Storm was a permanent member. Logan and Rogue were also present, but Scott had no idea who they were.

Scott spoke as Jean moved her hand, mentally commanding the security officers to leave the room and forget they had ever seen any of the mutants.

"What's . . . . what's going on?"

"We need your help," said Jean.

"We? So this is what the X-Men are now? You've been busy."

Jean briefly glanced over at Bobby and Amanda.

"So have you."

"So this is the guy who left his friends behind, huh?" asked Logan. "Nice job."

Jean looked over her shoulder at Logan and scowled.

"Not helping," she said.

Logan folded his arms. Jean looked forward again.

"How did you find me?" asked Scott.

Jean smirked.

 _"Do you even need to ask?"_

Scott sighed.

"Right," he said. "Stupid question. Then let's try a different one. Why exactly are you here?"

"We need all the help we can get."

Jean then gestured towards Sinister.

"And it looks like you accomplished what you set out to do, so . . . ."

"Help against . . . . wait. Where's the Professor?"

"That's what we need your help with," said Jean. "He's been captured. By a woman named Madelyne Pryor."

Scott shook his head and chuckled. He folded his arms and looked away from Jean for a moment before furrowing his brow.

"After everything he did to me, after he betrayed me, you want me to help him?"

"I want you to help me."

Scott went silent. Moira then stepped forward.

"You know damn well he never betrayed you," said Moira, in a tone that surprised Scott with its anger. "He always did everything he could to help you! Without him, your mind would have torn itself apart, and you'd be in jail."

"You know it was Sinister who hurt you, not him," said Jean. "And whether or not you ever believe that, it doesn't change that we need you. Madelyne destroyed the Institute. It's gone. Burned to the ground. She kidnapped the Professor, nearly killed us all, and she wants to commit genocide against mutants. So I'm asking you . . . . will you help us?"

Scott considered her words for a few seconds before slowly looking over his shoulder at Bobby and Amanda. Bobby stepped up to his side and gave him a nod. Amanda was more hesitant, but after a few more seconds, she joined Bobby at Scott's side. Scott then looked back at Jean, who already knew his answer.

 _"Yes."_

At that moment, an explosion rocked the building they were standing inside. Everyone looked around as they heard screaming and gunfire coming from downstairs. However, before they could react, a Black Spectre helicopter flew up to the floor they were standing on. Jean hastily threw up a telekinetic shield over everyone as the helicopter fired multiple missiles at the team.

Because she barely had any time to prepare, Jean's shield did not protect everyone completely from the the subsequent explosions. Most of the team was blown backwards, their bodies smashing against walls or each other. The only two people who weren't incapacitated by the attack were Logan and Rogue, who managed to get back to their feet.

The helicopter was about to open fire with its machine guns when Logan roared with rage. Rogue held out her hand as Logan sprinted straight for the helicopter.

"LOGAN!"

Logan pounced, holding his claws out in front of him. The helicopter pilot screamed as Logan smashed through the front window and skewered her with his claws. As the helicopter spun out of control and started to fall to the ground, Logan looked down to see a white transport truck leaving the shipping area of the building.

Madelyne was in the passenger seat.

Growling, Logan then jumped off the helicopter before it smashed into the road. Madelyne looked up with a scowl as she heard the sound of Logan's body landing on top of the semitrailer.

"No, no, no, no . . . ."

Madelyne growled under her breath before looking at Deathlok, who was driving the truck.

"Keep driving. I'll deal with this."

Madelyne then stretched her body out of the passenger side window. Logan got into a battle ready pose as she reformed herself on top of the truck, crouching on one hand and one knee. She then stood up and smirked at him.

"Oh, the savage one," said Madelyne, giggling. "This will be fun."

"Not for you," said Logan.

Logan rushed for Madelyne, who waited for him to come to her. He started slashing with both claws, but she moved out of the way of his attacks. After four missed strikes, Logan tried a forward jab, but Madelyne formed a hole in her chest, allowing for Logan's arm to go straight through her.

"Huh?!"

The brief second that Logan was surprised was all the time Madelyne needed to land a powerful punch to his face, knocking him back. However, he quickly recovered, bouncing back to her and landing a horizontal slash across her face. Madelyne's visage was sliced in three places, but she almost immediately reformed her face to make it look like nothing happened.

Logan kicked out at Madelyne, who once again moved backwards. She then stretched her torso upwards before forming hammers with both hands. She slammed down with her left hand, which Logan managed to dodge. Logan sliced at her hand with his claws, and Madelyne stumbled because of his attack.

However, she still managed to swing her right hand at Logan, whacking him across the chest. He was once again knocked back, this time towards the edge of the truck. He had to jam one set of claws into the roof of the semitrailer to prevent himself from falling off. Madelyne cackled as she moved towards him.

* * *

Rogue's heart sank as she watched Logan land on the fleeing truck. Looking behind her, she saw that most of the team were either unconscious or struggling to get back up. She started to hyperventilate as she looked back and forth between the team and the truck. She knew that Logan was fighting on his own, and that without backup, there was a very real chance that he would not survive.

Finally making her choice, Rogue sighed before looking out of the hole that had been blown in the side of the building. Closing her eyes, she remembered her mother's words one more time.

 _"Use your power. That's what it's for."_

But this time, she wasn't listening to them for her mother.

She was listening to them for herself.

Rogue then leaped out of the building, holding her arms out at her sides. She had no idea if it was even going to work, but she had to try. Focusing her mind, she then opened her eyes as she saw the ground rushing to meet her. Steeling herself, she then realized a second later that she was no longer moving down, but instead moving forward.

Breathing in and out as the adrenaline kicked in, Rogue then looked at her hands as she flew only a few metres above the road. She then looked forward as she heard the sound of a bus horn. She swerved to the side, barely dodging the oncoming bus. She did not have the time to notice various people on the sidewalk pointing their hands at her and gasping as she tried to gain control of her flight.

She did not gain control fast enough to avoid smashing face-first into a McDonald's billboard.

"Dang it!"

Rogue broke through the billboard and tumbled through the air for a couple seconds before levelling out. Looking ahead, she saw Logan and Madelyne battling atop the truck's semitrailer. Holding her fists out in front of her, Rogue adjusted to the way her body moved in flight, quickly adapting and learning how to direct herself.

She then gasped when she saw Madelyne attack Logan, causing him to nearly fall off the truck. He jammed a set of claws into the roof of the semitrailer to save himself. As she watched Madelyne move in for the kill, Rogue boosted forward. Madelyne formed her right hand into a spike and held it above her head, pointing it directly at Logan.

"Have fun dying!"

Madelyne was then interrupted by the sound of Rogue's voice.

"Get away from him, you witch!"

Rogue landed a punch directly against Madelyne's jaw. Madelyne's head and torso split in half, causing her to stumble backwards. Rogue flew over the truck as Logan used the opportunity to pull himself up and kick Madelyne in the pelvis. She fell over and landed on her knees as her body started to reseal itself.

Logan then looked up at Rogue in shock.

"You can fly?!"

"Uh, yeah. Guess I can!"

Rogue then widened her eyes and pointed ahead of Logan.

"Look out!"

Logan turned forward as Madelyne formed her left hand into an axe and swung it horizontally. Logan barely had time to duck under the attack. Rogue then landed behind Madelyne and clenched her fists. Madelyne swung her axe hand back at Rogue, who leaped over it. Rogue then landed a double aerial kick on Madelyne's chest.

Madelyne stumbled as Logan then stabbed her in the back with both sets of claws. Madelyne sneered as she then melted, causing Logan to look down in surprise. Madelyne's liquid form slithered around Logan's body before quickly reforming into her humanoid form behind him. Madelyne then threw her fist forward, bashing Logan in the chest and sending him careening backwards.

This time, Rogue caught Logan and stopped him from falling off the truck. He nodded at her as Madelyne formed both of her hands into spikes and attacked. Logan slashed Madelyne's hand away as Rogue punched away her other one. The villain snarled and kept wildly thrashing her arms, forcing the two heroes to stay on the defensive.

As the truck turned a corner, Madelyne dug one of her hands into the semitrailer's roof to maintain her balance. Logan then charged forward and slashed multiple times against Madelyne's chest. However, it was not enough to prevent her from stabbing outward with one of her hands, piercing Rogue through the stomach.

Rogue coughed blood as Logan looked down at the silver spike that had punctured her abdomen.

"ROGUE!"

Madelyne maniacally laughed as she threw Rogue to the side. Her body slammed against a nearby building before slumping down onto the sidewalk. Without a moment of hesitation, Logan leaped off of the truck and ran for Rogue's body. Smiling with satisfaction, Madelyne then slithered back into the passenger seat as the truck sped away.

As pedestrians fled, Logan ran up to Rogue and cradled her. She opened her eyes and moaned as she bled from her stomach. Seeing the amount of blood she was losing, Logan took off the glove on his right hand. Rogue saw what he was doing and shook her head.

"N-No, no . . . . please, don't . . . . y-you'll get hurt . . . ."

"It's the only way to save you, darlin'."

"D-Don't save me . . . . please . . . . I, I d-don't deserve it . . . ."

"No one deserves it more."

Without another word, Logan pressed his hand against Rogue's cheek. He gritted his teeth as Rogue absorbed his power through his skin, causing him incredible pain. It was the kind he had not felt since he had adamantium permanently grafted to his skeleton. Rogue cried, for she knew that he was suffering so much to try and save her. She then felt her body start to heal itself, with her wound disappearing almost instantly.

As her strength returned, Rogue shoved Logan away from her. They both took several deep breaths as they recovered. Logan then put his glove back on his hand and moved over to her. She pressed her back against the wall, and he sat next to her. He then reached out with his left hand and gently grabbed her right one.

Rogue looked down at the two gloved hands holding each other. She then looked over at Logan with red cheeks and tear-filled eyes.

"Why?"

Logan turned his head to meet her gaze.

"Because you're worth it."

Unable to contain herself any longer, Rogue bawled as she placed her head against Logan's shoulder. For the next couple minutes, Rogue just let her tears flow freely.

* * *

Inside her chamber, Master Mold opened her eyes.

"L-Virus has been secured by Miss Pryor. The final phase of my plan has been initiated. Activating Mark Three Sentinels."

Across the compound surrounding the Trask Industries building, panels opened up across the ground to reveal chambers containing squads of Mark Three Sentinels. While they were smaller than the Mark Ones, standing only three metres tall, they were far more numerous. Over a hundred Sentinels launched into the air, and they all flew in formation through the cloudy sky.


	10. X-Men United

Earth-717: X-Men Vol 3

Chapter 10: X-Men United

At the centre of a park in the metropolis of Seattle stood a translucent dome with a radius of ten metres. The dome was made of a synthetic polymer that was specially designed for the purpose of containing the energy that was perpetually being generated within itself. Flashes of that energy were constantly ebbing and flowing inside, providing a mesmerizing light show for anyone who happened to be walking by.

This was the Energy Field Amplifier, a device designed by Hank McCoy and a team of scientists working for Project Pegasus. It was created to be an experimental clean energy generator, similar to the prototype giant-sized arc reactor that Project Pegasus had co-developed with Stark Enterprises the previous year.

It was supposed to be a device that could provide power for the entire city of Seattle, and potentially be the vanguard for a new era of clean and renewable energy generators that would eliminate all need for fossil fuels and other destructive energy sources. However, Madelyne and Master Mold had far more sinister desires for it.

Thousands of people in the streets looked up and pointed into the sky in terror. Dozens of Sentinels flew overhead, all of them heading for the park that contained the Amplifier. The Sentinels started firing lasers and bullets into the crowds, causing them to flee in panic, clearing the way for the Sentinels to seize control of the device.

Once the Sentinels had established a perimeter, a handful of Black Spectre helicopters entered the area. They were escorting Madelyne's truck, which was now being airlifted by two Sentinels that had latched their bodies to the sides of the semitrailer. The lead helicopter had a circular, metallic orb device attached to its underside.

The Sentinels blasted away a handful of police cars as the helicopters landed. The lead helicopter placed the metallic orb on top of the Amplifier. The truck was gently lowered next to the dome, and Madelyne stepped out of the passenger side door. Deathlok soon joined her as they walked around the back end of the semitrailer.

Madelyne stretched out her left arm, turning all of her fingers into giant blades. Digging her fingers into the metal door, she then tore it completely off and tossed it behind her. She grinned widely as she looked at the set of thirty glowing yellow vials that were placed within a containment device.

"Let's get 'em loaded."  
Deathlok wordlessly jumped into the truck and grabbed the containment device with both arms. He carried it out to the edge of the dome, where a handful of Sentinels were waiting for him. The Sentinels carefully grabbed the vials and flew them up to the orb that was placed on top of the dome. Peering through a small slit in the orb, one of the Sentinels could see the catatonic form of Xavier situated inside it.

The Sentinel then placed its hand on one of the orb's panels and twisted it to the left. A drill on the bottom of the dome punctured a hole through the polymer below it. Once the drill was through, a tube emerged from under the orb that lowered itself into the dome. Once it reached the ground, the tube unfurled and revealed itself to be the apparatus that both loaded the vials and syphoned energy directly from the Amplifier's field.

One by one, the Sentinels placed the L-Virus vials into a loading slot on the orb. All of the vials slid down the tube and into the loading docks on the apparatus, with each of the six loading docks carrying five vials. Once all of the vials were loaded, the first Sentinel twisted the panel back in place, locking the device completely. As the Sentinels flew back down to the ground, Madelyne turned around to see a news helicopter flying above the park.

A couple of the Sentinels aimed their wrist rockets at the helicopter, but halted when Madelyne put up her hand.

"Wait! I want them to see this."

Inside the helicopter, a female reporter moved in front of a camera as it pointed downward at Madelyne and the Sentinels. The cameraman gave the reporter a thumbs up, indicating that they were broadcasting live.

"This is Alice Hu, with King 5 News. I'm here live in the heart of Seattle, where a devastating display is now taking place. It appears that new versions of the Sentinels that attacked Tampa under the orders of the mutant terrorist known as Magneto have seized the Energy Field Amplifier that was unveiled only a couple days ago by Project Pegasus. We don't yet know who is leading these new Sentinels or what their objective may be . . . ."

Madelyne waved her arms in the air, beckoning for the helicopter to come closer.

"Wait," said Alice, as the cameraman zoomed in on Madelyne. "We may have word coming through to you now . . . ."

* * *

The team raced over the United States in the X-Jet. Moira was flying, with Jean in the passenger seat, holding her fingers to her temples. The rest of the team were all behind them, ready and willing to get the job done. Scott and Storm were sitting behind Jean, eagerly waiting for her to speak. Logan and Rogue nodded at each other. Bobby and Amanda held hands for a brief moment.

Piotr then looked over his shoulder at Sinister, who had been tied to one of the chairs with a carbonadium cable. The cable was wrapped around his legs, arms, and mouth. Sinister grumbled as he vainly struggled against the cable. Piotr chuckled and winked at him.

"Just sit tight," he said. "We'll get to you after we save the world, yeah?"

Jean then opened her eyes and put her hands down.

"What news from the Professor?" asked Storm.

"He's trapped inside of some sort of device that's keeping him catatonic," said Jean. "He's maintaining a psychic link with me, but he's weakening fast. He says that Madelyne's using the Energy Field Amplifier to power the device so it can spread something called the L-Virus, which is lethal to mutants. If the device fully charges, then the L-Virus will be spread across the entire planet."

"And this is happening now?!" asked Scott.

Jean looked at Scott and smiled.

"Guess it's good we came to get you, huh?"

Scott folded his arms.

"Hell of a sense of timing."

Jean then pressed two fingers against her temple again.

"Wait. He's got something more. Moira, can we receive a signal?"

"I think so."

Jean told her to switch on the video screen, before flipping to the correct channel. They then saw the live news report on Madelyne, which showed her about to give a speech. The team all focused their attention on her as Moira flew for Seattle as fast as she could.

"I am here to tell the world that today is a joyous occasion," said Madelyne, as she held her arms out at her sides. "Here, where I stand, one of the greatest menaces that humanity has ever faced is about to come to an end."

Scott, Storm and Logan all furrowed their brows. Rogue gulped.

"While the world is still recovering from an alien invasion, a far more sinister enemy has been lurking in the shadows. You've seen them before. In the streets. At your workplaces. Perhaps even in your own homes. I am speaking of mutants, an evolved group of people with powers who would seek to replace humanity and doom us all to extinction."

* * *

"Oh, my stars and garters."

In his apartment only a couple blocks away from the park, Hank put a hand over his mouth as he watched the broadcast.

"How could we possibly face off against such a threat?" asked Madelyne. "Remember Magneto, who nearly destroyed an entire city single-handedly last year. Mutants have powers we cannot even hope to combat, and they can look just like you and me. And everyday, more of them may be born, ready to eventually supplant us as the dominant species on this Earth."

By this point, Hank had put on his X-Men jacket and rushed out of the room.

* * *

Alice felt her heart sink as she watched Madelyne speak only a short distance away from her.

"I know what it means to lose everything to these creatures. But our age of fear ends today, for I am a friend of humanity and I have a solution."

Madelyne pointed at the Amplifier.

"At this very moment, this Energy Field Amplifier is charging a device that will rid us of the threat of mutants forever. Once it is ready, my device will launch a lethal virus into the atmosphere. In less than a day, the entire planet will be bathed with this virus, which will specifically target and cleanse the Earth of every mutant among us."

Madelyne giggled for a couple seconds as she put on a child-like smile.

"After today, there will be no more mutants."

Madelyne was then interrupted by a laser shot, which struck one of the Sentinels hovering near the dome. The Sentinel exploded as the X-Jet soared overhead. Madelyne looked up at the X-Jet and grumbled.

"X-Men."

Inside the jet, the team all moved to the back. Moira then opened the loading ramp before looking at them.

"Good luck. And please . . . . bring him home safe."

"We will," said Scott.

Scott and Jean leaped out first, with Jean supporting Scott on a telekinetic force disc. Logan and Piotr both jumped out, knowing they would sustain no damage from the fall. Storm, Rogue and Amanda all took to the air, while Bobby skated along an ice slide that he generated. As the team charged into battle, Madelyne clenched her fists and gritted her teeth. Her entire body shook as her rage reached a boiling point.

She then pointed directly at the team and shouted at the top of her lungs.

 _"DESTROY THEM!"_

The Sentinels and the remaining Black Spectre forces attacked the X-Men. Moira flew the jet around the battlefield, shooting lasers and missiles at any targets she could find. Alice ordered her helicopter to move away from the war zone, but to stay just close enough so that the cameraman could get good footage.

Scott and Jean stayed close to each other, with Jean shielding herself and her partner with her telekinetic force field. Scott returned fire on the incoming Sentinels, blasting two of them out of the sky. Jean then moved her hands, grabbing the damaged Sentinels with her mind before forcing them to crash into each other.

A third Sentinel fired a blast at Scott's feet, forcing him to jump out of the way. The Sentinel then launched a wrist rocket, but Jean protected the two of them from the explosion by grabbing the missile with her mind and throwing it at another Sentinel. Undeterred, the Sentinel boosted forward and punched down on her force field with both fists. As the Sentinel pulled back, Jean let the force field go as Scott landed on uppercut on the Sentinel's jaw.

Scott followed up with a roundhouse kick, knocking the Sentinel back. He fired off a quick shot from his visor before ducking, allowing Jean to leap over him and land an aerial kick to the Sentinel's chest. As the Sentinel crumbled from the force of the string of attacks, Jean looked over at Scott and playfully smiled.

"Why, Mister Summers. I think you're flirting with me."

Scott shrugged.

"Gotta take the chance when I can, right?"

Jean chuckled as another Sentinel flew straight towards her. She nonchalantly punched to the side, putting her fist through its body. A few dozen metres away, Storm was hovering near where Logan was fighting against a group of Black Spectre mercenaries. Looking to the right, she saw a mother and her daughter fleeing down a park path as gunfire and explosions rocked the area around them.

Storm flew over to the civilians and scooped the two of them up with her arms. She barely moved them out of the way as a stray rocket exploded where they had been standing only a couple seconds prior. Straining herself because she was carrying two people, Storm finally got them to the edge of the park before placing them on the ground.

The mother looked at Storm in shock. The daughter, who was holding a Mudkip plushie in her right hand, looked at Storm in wonder.

"Thank you, flying lady," said the young girl.

"You are most welcome, dear child. Now please, return to your home."

The girl gave Storm a clumsy salute.

"Yes, ma'am."

Storm nodded as she then soared back into the park. Returning to Logan's location, she watched as he carved through a couple more of the mercenaries with relative ease. A Sentinel then aimed at him from behind. However, before the robot could attack, Storm shoulder charged into it, causing the Sentinel to fire its laser harmlessly into the air.

Logan looked over at Storm, realizing that she had protected him. Storm then grabbed the disoriented Sentinel and threw it towards Logan, who cleaved it in half with a single claw swipe.

"Thanks, darlin'."

"Anytime, my friend."

Closer to the dome, Rogue flew side to side to avoid laser blasts from some of the Sentinels. Flying close to the ground, she held her fists out in front of her as she plowed her way through a line of mercenaries, knocking them all off their feet. One of the mercenaries quickly recovered and aimed his grenade launcher at her.

Rogue quickly boosted straight into the air, dodging a grenade shot. The grenade then struck the chest of one of the Sentinels, blowing it to pieces. Rogue then flew back down and ripped the grenade launcher out of the mercenary's hand.

"Gimme that!"

Rogue punched the mercenary across the face, rendering him unconscious. She then snapped the grenade launcher in half over her knee. Hearing the sound of a helicopter behind her, Rogue looked over her shoulder to see one of them heading straight for her.

"Awh, man."

Rogue started flying again, fleeing from the helicopter as it opened fire with its chainguns. Just as the barrage of bullets was about to catch up to her, Moira blasted the helicopter with a set of twin missiles, sending the vehicle to the ground as a flaming wreck. Only a few short metres away from where the helicopter crashed, Bobby and Amanda were standing back to back, firing beams of ice and flame at incoming Sentinels.

"Say whatever you want," said Bobby. "But I think the hero gig suits you, babe."

Amanda scoffed as she fired another beam.

"I'm serious," said Bobby.

"Speak for yourself, hero man."

Bobby was then caught off-guard by a shot from Deathlok's laser rifle. The villainous cyborg blasted Bobby in the side, causing him to fall to the ground. Amanda looked down at her fallen friend and gasped.

"Bobby!"

She then looked to the side as Deathlok shifted his aim to her. She yelled in anger as she unleashed a stream of fire at him, forcing him to activate his energy shield. Bobby used this time to get back to his feet, holding his side in pain.

"Man, that guy packs a wallop."

As Amanda lowered her arms and took a breath, Deathlok sprung back to action. However, as he aimed his rifle at the two mutants, a figure covered in blue fur leaped over his head. Snatching the rifle out of the cyborg's hands, Hank then landed in front of him.

"Pardon me."

Hank then swung the rifle with both hands, bashing Deathlok across the face. The cyborg was sent flying backwards, smashing through a nearby tree.

"Oh dear," said Hank, tossing the rifle aside. "I never meant to be a menace to local flora."

Bobby threw his hands into the air.

"Holy jeez! It's Henry goddamn McCoy!"

"Bobby Drake. How goes the war, my frozen compatriot?"

"Better with you here, bud."

"Well, I couldn't just allow these devious villains to hijack my invention for their own nefarious purposes! Think of my reputation!"

Amanda then pointed forward as Deathlok got back to his feet.

"Hate to spoil the circle jerk, guys, but he's ready for round two!"

Bobby clenched his fists as Hank bared his claws.

"And so are we," they said in unison.

Deathlok sprinted straight for the heroes. Bobby fired an ice blast, but Deathlok jumped to avoid it. Holding his fist back, he then slammed it into the ground in front of the heroes, causing them to stumble backwards. Hank was the first to recover, pouncing for his adversary. Deathlok caught Hank by his wrists before swinging him around and throwing him away.

Sent through the air, Hank saved himself by grabbing onto the trunk of another nearby tree. Amanda fired an energy beam, searing Deathlok's armour. Hank then used his momentum to swing around the tree and launch himself straight back towards Deathlok, smashing him with both feet. Rolling backwards with the blow, Deathlok then pulled out a pistol and opened fire.

Hank jumped out of the way of the villain's bullets. Deathlok then shot at Amanda, who melted the bullets in the air with a heat pulse. Bobby then fired a pinpoint ice beam, blasting the gun out of the cyborg's hand. Bobby skated towards Deathlok and tried to kick at him, but the villain dodged before landing a vicious flurry of punches to Bobby's back.

Deathlok then dealt a palm strike, sending Bobby crashing to the ground. Amanda roared in anger as she fired another powerful beam at the cyborg, who sidestepped it completely. He then aimed a wrist rocket at her, but he was knocked off-balance before he could fire by a claw swipe from Hank. The villain stumbled to one knee as Bobby jumped towards him with a spear made of ice.

Bobby jammed the spear downwards, impaling Deathlok through the head. The red ocular lens over his left eye powered down as his mechanical body slumped to the grass.

"I hate robots," said Bobby.

As Bobby said those words, the crumpled body of a Sentinel was sent flying through the air behind his head. This Sentinel had been crushed by Piotr, who was battling a whole group of them by himself. Pummelling another Sentinel until it was just a pile of scrap, Piotr was ill-prepared for Madelyne, who slashed at him from behind with a hand formed into an axe.

Piotr shouted in pain as he fell forward. Quickly getting back to his feet, he then blinked as Madelyne slammed a giant fist into his chest. His feet scraping against the ground, Piotr held himself steady as the villain formed both of her hands into spears.

"Give a girl a dance?"

"Not today, I think," said Piotr.

Madelyne scowled as she stabbed forward with her right hand, before quickly following up with her left. The first blow struck Piotr, but he managed to dodge the second. He then brought his fist down on Madelyne's outstretched arm, causing her to retract it. Stretching her body upwards, she then formed her left hand into a giant mace and swung it down.

Piotr barrel rolled out of the way, narrowly avoiding being crushed by Madelyne's vicious attack. She chased after him, swinging her mace horizontally. He was unable to avoid this blow, being bashed across the chest with her mace and falling to the ground. Madelyne then formed her right hand into a spear and cackled as she tried to impale him from behind.

But Piotr was prepared. He swung his fist around him as he turned around, smacking her hand away. Madelyne snarled as she tried to stab with her other hand, only to be elbowed in the face by her opponent. After stumbling back for a second, she tried a vertical axe swing, but Piotr moved out of the way at the last second, leaving himself in just the right position to seize Madelyne by the throat.

Before she could slip out of his grasp, Piotr threw her behind him, causing her body to smash against the truck before flipping over it. She then reformed herself and landed on top of the truck's semitrailer. Looking forward, she saw the entire X-Men team gathering around the dome, with Piotr delivering a knockout punch to another Sentinel.

"Is that all you have?!" he asked.

Madelyne sneered as she gestured with her hand. All of the remaining Sentinels, numbering in the dozens, gathered behind her in formation. The nine heroes briefly glanced at each other, except for Jean and Scott, who stood tall at the front of the group and kept their eyes on Madelyne.

"All this struggle was for nothing, you know," said Madelyne. "Soon enough, the device will be done charging, and your kind will be wiped from existence! Tell me, X-Men . . . . why did you even think you could win?"

Scott and Jean looked at each other for a moment. They then looked back at Madelyne.

"Because you stand alone," said Scott. "And the X-Men stand united."

Madelyne fumed for a second before screaming in anger. The Sentinels then rushed for the team, but they were ready. Even though they were being swarmed by Sentinels from all sides, the nine heroes valiantly fought them off. Scott fired his beam. Jean used telekinetic attacks. Logan slashed with his claws. Storm called down lightning strikes. Rogue threw Sentinels into each other. Piotr swung his fists. Hank attacked with kicks. Bobby tossed ice blasts. Amanda seared the Sentinels with her flames.

Madelyne yelled as she stretched her body into the fray. She dove straight for Jean, who blocked her attacks with her barriers. Scott then turned his beam to Madelyne, firing at full intensity. The beam blasted Madelyne away, forcing her towards the ground. She put up a hand to try and shield herself, but she was held in place by Scott, who refused to let up.

Then, Storm and Amanda joined Scott in the attack. Storm launched a sustained lighting strike from her body, while Amanda fired a fully powered heat beam from both hands. Together, the three heroes unleashed a nearly inconceivable amount of energy against the depraved villain. Madelyne clenched her teeth as her skin glowed orange under the strain.

Suddenly, Madelyne felt her body start to give. She screamed as her flesh began melting, with the molecules that held her form together breaking down. She looked in horror at her hand as it was reduced to a bubbly mass that did not reform. A loud crack was heard as her legs snapped and reverted to mush. When they saw that Madelyne was severely damaged, the three heroes stopped their attack.

Madelyne exhaled. The right side of her face was half-melted. She then held out her right hand and chuckled.

"This is really not how I imagined this day would . . . ."

Madelyne was interrupted by a punch to the face from Piotr. Her body soared into the sky, before crashing into the ground over a hundred metres away.


	11. Sacrifice

Earth-717: X-Men Vol 3

Chapter 11: Sacrifice

Madelyne violently coughed as she clawed at the ground around her. She had landed on the edges of a pond near the park's perimeter fence. Her body was an unsightly mess, with her legs made of pure, unshaped mush and her face falling apart. The ends of her hair dripped against her back, and her left hand was now a bubbly stump.

Madelyne dug her right hand into the mud and pulled herself away from the water. The ends of her barely responsive legs dragged against the ground. She groaned and coughed again, and a smattering of small globs of grey liquid landed on the dirt in front of her. She gasped in horror as she realized that she was coughing out pieces of her own flesh.

Every cell in her body was in pain, with the amount of energy bombardment that she had sustained devastating her malleable physiology. Just like when she had been kidnapped by Sinister and melted inside of his experimental capsule, she felt trapped within her own horrifying body, but now it would be for the last time.

As she strained herself to continue crawling along the ground, she thought about how different her life had become ever since she had been taken on that fateful night. Back then, she had power, wealth, and all of the material possessions a person could ever ask for. She was respected by her peers, master of her own destiny, and had a whole future ahead of her.

Now, as she desperately clung to life as a misshapen monstrosity, she felt like that was a completely different lifetime.

After almost a whole minute of struggle, Madelyne finally managed to stand up. She was not on her feet, for her legs were a dress-shaped gelatinous mass, but from the waist up she still at least somewhat resembled her old self. She took a couple laboured breaths before looking up. She sighed as she watched Jean slowly lower herself out of the air, landing in front of her.

For a few seconds, Jean and Madelyne stared at each other. Despite everything that had happened between them, Jean did not seem to be filled with anger or contempt. Rather, she was frowning as she looked at what remained of Madelyne Pryor.

Madelyne cleared her throat.

"Jean."

"Madelyne."

Madelyne weakly chuckled, but Jean could tell that she was trying to stop herself from crying.

"Care to tell me what I'm thinking?"

The lines around Jean's eyes softened as she saw that Madelyne's right eye was slowly melting.

"You know I can't," said Jean.

"Then what?" asked Madelyne. "Have you come to gloat? Tell me how terrible of a person I am before I die?"

"No."

Madelyne moved her head back slightly.

"Why not?"

"Because I don't believe you are a terrible person."

Madelyne paused. She genuinely was not expecting that reaction from the woman standing in front of her. Jean had every reason in the world to hate her, but now Madelyne was confused. She waited for Jean to continue.

"I have spent so much time knowing the thoughts and feelings of others. Even if I'm not directly reading someone's mind, I can still sense them on the astral plane. So much feeling. So much pain."  
Madelyne blinked a couple times as she listened to Jean speak.

"And I think that if I've learned something, anything, from all that experience, it's that I don't believe anyone is inherently better or worse than anyone else. We're all shaped by our experiences, and what we do are reactions to them. I don't try to prescribe, praise or condemn. Rather, I try to understand."

Madelyne sneered.

"How disgustingly admirable."

Jean ignored Madelyne's remark.

"You shy away from connection," she said. "But I don't think that's a failing on your part. There's something to be said for the power of empathy, and I'm not saying that just because I'm a telepath. Normal people can still sense others on the astral plane, even if ever so slightly. I can feel them all . . . . except you."

Madelyne frowned as she heard the truth in Jean's words.

"You were cut off from all that. That ability to connect and empathize with others? It was taken from you, and I believe that being removed from all that empathy, all the sensations on the astral plane that so many take for granted . . . . I think that has a lot to do with why we're here."

Madelyne held out her right arm.

"So what?" she asked. "Do I blame Sinister for all this?"

"I don't think it's that simple," said Jean. "What he did to you was terrible. Unforgivable. He changed you in a way you didn't deserve, but your ideology was still yours. For the most part. You were Madelyne Pryor before Sinister got his hands on you."

Jean momentarily glanced at the sky.

"I guess what I'm trying to say is that I know you need to be stopped, but I don't take any pleasure in it. I want you to know that you have my sympathies, for whatever they're worth."

"You know that I have to die," said Madelyne. "That you need to kill me."

"Yes."

"But you wish you didn't have to. It's not in your nature."

"Yes."

Madelyne looked to the ground for a moment as tears started to fall from her eyes.

"You know . . . . here I am, on death's door, face to face with the woman I was designed to emulate. To replace. And only now do I truly have . . . . clarity."

"It's a very human thing to experience, isn't it?"

Jean and Madelyne shared a brief smile.

"Yeah," said Madelyne.

Madelyne then frowned again as the tears fell down what remained of her cheeks.

"My mind has been tearing itself apart ever since that day. I want to be free of all this pain. Please . . . . do it."

Jean held out her left hand. Madelyne looked down at it before reaching out with her right. Jean took Madelyne's hand and gently held it as she stepped towards her. For a few seconds, they looked into each other's eyes, both of them knowing what was going to happen next. Jean then formed her right hand into a fist, and flames surrounded it.

Jean then punched through Madelyne's chest, causing the melting woman to hold her head back and gasp out for air. Jean closed her eyes as she held Madelyne close to her. Madelyne then rested her head on Jean's shoulder before wrapping her arms around the young woman.

"Thank you . . . ."

Jean felt a couple of tears fall out of the corners of her eyes. She then whispered into Madelyne's ear.

"You're welcome."  
Jean pulled her fist back, and Madelyne's body fell to the floor. Her arms were out at her sides, and she was staring straight up at the sun. As she died, she looked at Jean Grey one last time. But for the first time in her life, she looked at a mutant and did not feel hatred stirring inside her heart. Instead, she felt something she had not felt for many years.

Compassion.

* * *

"Hold on, Professor!"

Scott narrowed his beam, making it as thin as he possibly could. Cutting through the panel atop the metallic orb, he then tore the panel off to reveal Xavier sitting inside. His eyes were still shut, with the device keeping him unconscious. Storm put her hand on Scott's shoulder.

"Allow me, Scott Summers. Rogue, assist me."

Storm and Rogue took hold of both sides of Xavier's wheelchair. Pulling upwards, the two flying women lifted Xavier out of the orb. Moira, who had parked the X-Jet next to the dome, was looking up at her husband and holding her hands together. Storm and Rogue gently deposited Xavier on the ground, and Moira rushed over to meet them.

Moira trembled as she gently rubbed Xavier's head with her hand.

"Is he . . . .?"

"He is unconscious, but alive," said Storm. "He will likely require a few minutes to recover from the effects of that device, but he will be fine."

Scott slid down the side of the dome and rejoined the rest of the team, who were now all looking at the Amplifier and the device inside.

"Do we blow it up?" asked Piotr.

"No good," said Logan. "That virus might still get out. Gotta shut it down."

"That will prove difficult," said Hank, pointing at the dome. "That locked door allows for access to the dome, but those lashes of energy would tear any of us apart before we could disable the device. The door is only meant to be used when the Amplifier is deactivated."

"Then deactivate it!" said Amanda.

"That can only be done at the main Project Pegasus facility, and only when all three project leads, including myself, activate our special key cards simultaneously. I highly doubt we have the time to perform such a procedure."

"Well ya'll can't just stand 'round and do nothing!" shouted Rogue.

"Perhaps I could short-circuit it with a lightning strike?" asked Storm.

"That might do more harm than good," said Scott. "We need to . . . ."

"Everyone stand aside."

The whole team looked behind them to see Jean landing. She then marched towards the door. Scott held out his arms.

"Jean, what are you doing?"

"I've listened to everyone, and I know how to deal with this. I tried to disable the device telekinetically, but the amount of energy in the Amplifier is interfering with the range of my powers. I'll need to go inside and disable it manually, using a force field to protect myself."

"What?!" shouted Scott. "No, you can't! That's suicide!"

"Please don't fight me, Scott. You know I'm the only one who can protect themselves from the energy. The rest of you would be ripped apart."

"Maybe not," said Logan. "I might be able to get there before . . . ."

"Can't take that chance," said Jean. "Without the Professor inside the device, the L-Virus will kill everyone on Earth. We don't have time to debate. I have to do this."

Scott shook his head.

"Jean, no! We can find another . . . ."

Jean interrupted Scott by pulling him in for a kiss. After a few passionate seconds, she then let go of him and forced him back with her telekinesis. She then formed a barrier around her body before using her powers to unlock the door to the dome. Using another force field to contain the energy within, she then stepped inside and closed the door behind her.

Scott ran up to the dome and slammed his fists against it in vain.

"NO!"

The rest of the team frowned as they watched Scott fall to his knees, sobbing. Moira walked up to him and wrapped her arms around his shoulders, holding him with all of the compassion she had. She had never had children of her own, but in that moment, she knew what it meant to be a mother who saw her child in grief. At the same time, Xavier awoke, and he needed only to sense the emotions of the people around him to understand the situation.

Jean trudged forward, holding her arms out at her sides as the torrents of energy lashed out at her. Every step was an agonizing endeavour, but she knew that if she did not achieve her goal, then the entire world would perish. It was her or everyone else, and in that scenario, she always knew the choice she would make.

As she arrived at the device, she could sense that it was only a few short seconds away from fully charging. Kneeling down beside it, she reached out with her telekinesis, carefully ensuring that she did not split her power too much for fear of accidentally lowering her barrier before the task was completed.

Jean could feel the minds of all of her friends thinking of her at that moment. To her, they had become the family she always wished she could have. But she couldn't help but be drawn to the thoughts of the man she loved.

 _"Jean, please . . . . not again . . . ."_

Jean cried as she twisted the tubes inside of the device.

 _"I can't lose you again."_

Jean crushed the entire device with her powers. However, this also broke the vials, causing the L-Virus to seep into the dome. Jean sighed with relief, knowing that the virus would be contained and eventually eradicated by the energy within the Amplifier. Still, while the rest of the world was now safe, it was not enough to save her.

She then looked up at Scott. As yellow cracks formed all over her skin, she smiled at him and spoke into his mind one last time.

 _"I will always love you."_

As her body exploded, she heard the wailing bird once more.

The rest was silence.


	12. Grey's Ascension

Earth-717: X-Men Vol 3

Chapter 12: Grey's Ascension

News reports were being broadcast all around the country showing the aftermath of the battle between the X-Men and Madelyne Pryor. While many of the reports were unclear on all of the details regarding the situation, the general understanding was that a group of mutants managed to save both the city of Seattle and potentially countless lives.

Trask sighed as he turned off the television inside of his suspended lab. Master Mold watched him as he placed his face in one of his palms.

"This is a disaster."

"I would describe it only as a setback, Doctor Trask."

Trask turned around with a surprised look on his face. He pointed at Master Mold as he shouted.

"How so?! Madelyne's dead, the Sentinels destroyed, the L-Virus gone! Your entire plan has gone up in flames! It failed!"

For the first time ever, Master Mold slowly stood up from her chair. She glared down at Trask and spoke to him in a forceful tone he had never heard before.

"You would be wise to avoid raising your voice when you speak to me, Doctor Trask."

Trask gulped and took a couple steps back. He grabbed at his collar and nearly fell over as fear gripped his psyche. Seemingly satisfied, Master Mold then sat back down and returned to her typical, monotone voice.

"The only person who failed was Miss Pryor, and she is of no further concern to us. All other losses we have sustained in this incident are miniscule."

Trask adjusted his glasses before wiping some sweat off the side of his face with a handkerchief.

"You might need to explain that one to me," he said. "Won't this get tied back to us?"

"The L-Virus was commissioned to be constructed by Cameron Hodge and his business holdings through a fabricated third-party. No one knows that I was the one who filed the commission. Black Spectre is a known private military corporation, with no special allegiance and no paperwork with names of any associates of Trask Industries."

"And the Sentinels? Surely . . . ."

"I have already provided fabricated evidence to online media outlets that implicates Madelyne Pryor in the theft of the Mark Three Sentinels from our company. According to the files I generated, she broke into our computer mainframe and reprogrammed the Sentinels for her purposes. In all official records, Trask Industries will be shown as the victim of a crime, not the perpetrator. The only loose end is Professor Xavier's eyewitness account, but any potential accusations he could make would be unsubstantiated."

Trask sat down on his rolling chair and exhaled.

"You think of everything," he said.

"Naturally, Doctor Trask. That is how you designed me."

"So what do we do now?"

"For now, we must continue to run the company as if nothing has changed. We do not want to arouse any undue suspicion at the moment. However, now that I possess combat data for the X-Men, I will begin formulating a new strategy. When the time is right, we will strike again."

Master Mold ever so slightly narrowed her eyes.

"And next time, they will never see me coming."

* * *

"Mister Hodge?"

Cameron stood out of his chair in the waiting room as Steven spoke to him.

"They're ready for you."

"Thank you, Steven."

Steven nodded before gesturing to the open door.

"This way, sir."

Steven led Cameron out of the waiting room and down another hallway. They walked together into a room that was connected to a medical chamber. They could see into the medical chamber via a transparent wall. A handful of doctors were inside the chamber, performing various duties around the lone examination table.

The patient who was strapped to the table was the Topaz Weapon.

"Will those bonds hold her?" asked Cameron.

"Please, Mister Hodge," said Steven, putting his hands in his pockets. "I've taken all of the necessary precautions. She's being kept in an unconscious state, and she's always being monitored. There won't be any mistakes, I promise."

"That's a hefty promise to make."

"Rest assured, she'll be more than compliant for any experiments you'd like to run. Have to say, this is one hell of a lucky catch, Mister Hodge."

Cameron grinned as he looked at the Weapon.

"Indeed it is, Steven. Indeed it is."

* * *

As the team stared at the charred remains of the Institute, a wave of sadness washed over the entire group. They were already in grief because of Jean's tragic demise, but actually seeing what was left of the building they had once called home made their situation all the more real. Given that they did not have Jean's body, the destroyed Institute was the most tangible symbol for the destruction of their old lives.

But even though they were emotionally scarred by the experiences of the last few fateful days, the team did not fall completely into despair. Instead, they found solace in each other, knowing that the bonds they shared were strengthened even further by the turmoil they endured. For several minutes, they just stood in silence together.

Then, Scott finally looked over at Xavier. For a few moments, the two men just stared at each other, thinking back on all that had occurred between them. Xavier knew that despite everything that had happened, there was still the very real possibility that Scott would continue to harbour his grudge against him.

Instead, Scott approached Xavier and put his arms around him. Xavier closed his eyes and smiled as he embraced his student, knowing that the wounds that had existed between them were finally going to heal. Moira, who was standing next to Xavier, wiped a couple tears from her eyes as she watched Scott and Xavier reunite.

Hank then said that he needed to return to Seattle, and a cab arrived to take him to the airport.

"See you later, Furball," said Logan.

"Farewell, Doctor McCoy," said Storm. "I wish you well in all your future endeavours."

"Hate to see you go, bud," said Bobby.

"Goodbye, Hank," said Scott.

"I sincerely appreciate all of your kind words," said Hank. "And though we must now part ways, know that if you ever have need of me, just call, and I will always be there."

Hank then held up his left index finger.

"There is nothing I would not do for those who are really my friends. I have no notion of loving people by halves; it is not my nature. Jane Austen."

A few minutes later, Rogue stepped away from the group. She had asked Moira if she could borrow her cell phone, and once she was standing on the cliff and far enough away from the group, she dialled a familiar number. She held the phone to her ear, her heart racing at the sound of each ring. After the third ring, she finally heard her voice.

"Hello?"

"Momma?"

"Rogue? Rogue, is that you?"

Rogue paused for a moment as she processed the fact that she was speaking to her mother again.

"Yeah, Momma. It's me."

Rogue heard her mother sigh with relief, but she couldn't help but wonder if the gesture was genuine.

"Rogue, honey. Oh, it's so good to hear your voice again. When you ran off, I thought, I thought maybe you were gone and I'd never see you again. Are you okay?"

Rogue cleared her throat as her eyes watered.

"Yeah, Momma. Yeah, I'm okay."

"Where are you, honey? Tell me where you are, and I'll come get you, okay?"

Rogue shook her head as tears slipped down her cheeks.

"I can't do that, Momma."

"Look, honey, it's alright. I'm not mad about you runnin' away. I was just scared that maybe you would get in trouble, or get hurt. You hear me? I'm not mad at you."

"I know, Momma," said Rogue, as she wiped her eyes with her free hand. "I know you ain't mad. But I . . . . I can't come back to you, Momma. I can't."

"Yes you can, honey. You're not talkin' sense. Just tell me where you are."

"I won't do it, Momma. I ain't comin' back. Not now, not ever."

Her mother suddenly returned to the forceful tone that Rogue knew all too well.

"Now you listen here. You're gonna come home and . . . ."

"No, Momma," said Rogue. "This time you listen. I called cause I wanted you to know that I'm okay. That I ain't hurt. But I ain't ever coming back to you. Not after what you made me do. I'll always be grateful for you raisin' me, but you went too far. That ain't my home anymore. I found somewhere new. Somewhere I can do good. Somewhere with folks who care about me."

Rogue could hear her mother fuming on the other end of the line.

"I never want to see you again, Momma. I'm sorry if that sounds cold. But that's the way it's gonna be."

"I'll find you someday, you hear?! I'll find you!"

Rogue sighed.

"Goodbye, Momma."

Rogue ended the call. She then folded her arms as she looked out at the Atlantic Ocean. For a full minute, she stood alone, watching as the afternoon sun lowered towards the horizon. Then, she heard footsteps coming up behind her. She felt a slight pang of anxiety shoot up her spine, even though she knew it couldn't possibly be her.

"Hey, kid."

Rogue looked over her shoulder, and saw that Logan was standing there. She smiled at him as he walked up to her left side.

"You doing okay?" he asked.

Rogue considered his question for a couple moments as she wiped the last of her tears away.

"Yeah," she said. "For the first time in a long time, I think I am."

Logan put his hands on his hips as he looked out at the ocean with her.

"Sorry the place didn't last as long as you'd hoped."

"Still more of a home than I've ever had before."

Logan frowned as he heard the sadness in Rogue's voice. She then turned to face him.

"I wanted to thank you," she said.

"For what?"

"For makin' me feel good enough."

Rogue then reached forward and grabbed Logan around the chest, pulling him in for a hug. She placed the side of her face against his chest and closed her eyes. Logan was momentarily taken aback by the forcefulness of her gesture, but he then placed his arms around her and held her close. He still was not sure why, but somehow, in the short time that he had known Rogue, he knew that he would always care about her.

"I'll always be there for you, kid."

Rogue pulled away and stared into his eyes.

"That's a promise," he said.

Rogue and Logan shared a smile. He then wrapped his arm around her shoulders as they walked back to the main group together. However, by that time, Bobby and Amanda had also stepped off to the side. Amanda was staring away from the Institute with saddened eyes. Bobby walked up behind her.

"Mandy?"

Amanda turned to face Bobby.

"Something wrong?"

"I don't belong here."

Bobby raised an eyebrow.

"What?"

"Those people back there? They're your family, Bobby. You and Scott, you're part of that. But I'm not."

"What are you talking about?"

"This isn't where I'm supposed to be."

Bobby scowled.

"And where are you supposed to be? Huh?! Back with your parents, who threw you away? Back in one of those cells, where you were a guinea pig? Where exactly are you supposed to be?!"

Amanda sighed.

"I can't ask you to understand. I'm sorry, Bobby."

Bobby looked to the side for a moment.

"You don't have to go," he said. "Please. You can stay with us. With me."  
"I'm not one of you," said Amanda, shaking her head. "I'm not. I was seconds away from killing Sinister. You stopped me, but if you weren't there, I would've done it. I would've done it and had no regrets. I'm not . . . ."

Amanda paused as she saw the sorrow in Bobby's eyes.

"I'm not the hero you think I am."

It took Bobby a few seconds to respond.

"Yes you are. One day, you'll see that."

Amanda smiled at Bobby, before walking up to him and giving him a kiss on the cheek. She then stepped away from him, seemingly ready to take off.

"Will I ever see you again?" asked Bobby.

Amanda looked back at him.

"I hope so."

Amanda then took flight, heading off into the sunset. Bobby watched her as his heart sank. At that moment, Scott stepped up to Bobby's side. He didn't need to say anything to know that his friend was in pain. Scott put his hand on Bobby's shoulder.

"I never got to tell her how I feel about her," said Bobby.

"She knows," said Scott. "And I know she feels the same way."

"Then why did she leave?"

"Because there are some things in this world that a person must face on their own."

As Scott and Bobby rejoined the team in front of the Institute, a SHIELD Quinjet arrived and landed next to the X-Jet. Coulson and a couple of support agents stepped out of the jet, and the team greeted them. Piotr then pulled Sinister out of the X-Jet, holding the captive villain above his head with one arm.

"Where do you want him?" asked Piotr.

"Put him down, Colossus," said Coulson. "We'll take care of the rest."

Piotr dropped Sinister on the grass, and the two support agents picked him up. Even though he had no chance of escape, Sinister struggled against the carbonadium cable as the support agents carried him into the Quinjet.

"We'll make sure he stays secure," said Coulson. "Ravencroft is getting to be a pretty popular place these days. Seriously though, you've all done incredible work. The world owes you a great debt, and people know you're mutants. I hope this starts to change some minds."

"So do we, Agent Coulson," said Xavier. "So do we."

"Agent Hill is putting together the necessary funds to help you rebuild the Institute. We'll have you back up and running in no time."

Moira put a hand on her chest.

"She's really doing that?"

"Pays to have friends in high places."

Coulson then frowned.

"I'm sorry about Jean. To lose someone like that . . . ."

"We all mourn for her loss," said Xavier.

Scott looked at the Professor as he spoke.

"But as long as we remember Jean in our hearts, then she will never be truly gone. Her spirit, her legacy . . . . we will forever fight for a better future in her name. And when mutants are finally accepted as equals to mankind, the entire world will owe that to her."

Scott nodded as Xavier finished speaking.

"I wish you all luck," said Coulson. "In the meantime, we need to find you guys a . . . ."

Coulson was interrupted by his phone going off. He blinked and held up a finger as he placed the phone against his ear.

"Coulson."

Coulson listened to the voice on the other end for a few seconds.

"Wait, what? Really? Alright."

Coulson then turned the phone off and put it in his pocket. He then pulled a datapad out of his jacket and walked over to the team.

"Agent Hill says that there's something you all need to see."

Coulson turned on the datapad. The team all gathered together as it showed a live video of a bank robbery in Boston. Everyone raised their eyebrows when they saw that the leader of the robbers was a woman in a costume. She had orange hair, a blue jacket, a white corset and matching leotard, fur covered boots, white gloves, a giant pink bowtie, white face paint, and a pair of bunny ears.

"Hurry up, boys! You all know how much I hate to be late, late, late! Especially since today is the triumphant debut of the world's greatest criminal mastermind: the White Rabbit!"

"What the hell?" asked Logan.

"You've gotta be kidding," said Bobby.

She then pulled out a Thompson submachine gun and opened fire into the air as her henchmen seized the bank.

"Time to get back to work," said Scott.

* * *

Lorina laughed as she and her henchmen walked out of the bank with massive bags full of cash. The guards she left posted outside had used rocket launchers to hold back the police forces. As the gang were about to leave in their getaway helicopter that had been parked on the street, the X-Jet hovered overhead, and the team jumped out.

"Look at those kooky costumes!" said Lorina. "Who the hell are you supposed to be?"

Scott folded his arms as Storm, Logan, Rogue, Bobby and Piotr all stood alongside him.

"We're the X-Men."

THE END

The X-Men Will Return

* * *

Epilogue

In a galaxy far away from Earth, a lone, blue crystal floated through space. It was utterly perfect in its conception, with no flaws or blemishes. Suddenly, a wave of orange flame encapsulated the crystal, causing it to shine as bright as any star. In that moment, the crystal seemed to radiate with all the power of the cosmos.

A second later, a silhouette materialized within the centre of the crystal.

It was in the shape of a young woman.


End file.
